Vascular endothelial cells that are cultured on layers of gelled basement membrane matrix organize rapidly into networks of cords or tubelike structures. Although this phenomenon is a potential model for angiogenesis in vivo, we questioned whether basement membrane matrix directs the differentiation of endothelial cells in a specific manner. In this study, we have examined factors that influence the formation of cellular networks in vitro in an attempt to define a basic mechanism for this process. We found that endothelial cells, fibroblasts, smooth muscle cells, and cells of the murine Leydig cell line TM3 formed networks on basement membrane matrix in much the same fashion. Light and electron microscopy, combined with time-lapse videomicroscopy, revealed that cells organized on a tesselated network of aligned basement membrane matrix that was generated by tension forces of cellular traction. Cellular elongation and progressive motility across the surface of the gel were restricted to tracks of aligned matrix and did not occur until the tracks appeared. The formation of cellular networks on basement membrane matrix was inhibited by reducing the thickness of the matrix, by including native type I collagen in the matrix, or by disrupting cytoskeletal microfilaments and microtubules. Cell division was not required for network formation. Bovine aortic endothelial cells that formed networks did not simultaneously transcribe mRNA for type I collagen, a protein synthesized by endothelial cells that form tubes spontaneously in vitro. Moreover, levels of mRNA for fibronectin and SPARC (Secreted Protein that is Acidic and Rich in Cysteine) in network-forming cells were similar to levels seen in endothelial cells that did not form networks. Endothelial cells and TM3 cells that were plated on highly malleable gels of native type I collagen also formed cords and aligned matrix fibers into linear tracks that resembled those generated on basement membrane matrix, although the structures were not as well-defined. Our observations suggest that the mechanochemical properties of extracellular matrices are able to translate the forces of cellular traction into templates that direct the formation of complex cellular patterns.