Despite great strides in understanding cancer biology, the role cellular differentiation and three-dimensional (3-D) structural organization play in metastasis and malignancy remains unclear. Development of 3-D cultures may ultimately provide a model facilitating discovery and interpretation of more relevant information for the expression and role of antibodies in lung cellular pathobiology. The purpose was to develop traditional monolayer (ML) and 3-D cultures of a known transformed metastatic lung cell line and then determine similarities and differences between cultures in terms of differentiation, molecular marker expression and metastasis. A transformed lung cell line (BZR-T33) was initially transfected with green fluorescent protein (GFP) in ML culture. Nude mice were inoculated with BZR-T33 and observed for metastasis. BZR-T33 was grown as ML and 3-D cultures under identical conditions. Immunohistochemical comparison for degree of antibody expression between cultures and control tissue were studied. Electron microscopy (EM) for identification of ultra structures was done and compared between cultures. A 3-D co-culture containing GFP-transformed cells over an immortalized lung-cell line was developed. The GFP-transfected cell line formed tumors and metastasized in mice. EM identified significant mitochondrial and granular endoplasmic reticular pathology in ML not seen in 3-D. Degree of differentiation shows ultra structures and antibody expressions were more representative of control tissue in 3-D than ML. The co-culture experiment in 3-D demonstrates the ability of transformed cells to penetrate the sub-layer of immortalized cells. Development of 3-D cultures will provide a new and powerful tool to study lung biology and pathobiology.