3-D cell culture models are important in cancer biology since they provide improved understanding of tumor microenvironment. We have established a 3-D culture model using HepG2 in natural collagen-based scaffold to mimic the development of small avascular tumor in vivo. Morphological characterization showed that HepG2 colonies grew within the interior of the scaffold and showed enhanced extracellular matrix deposition. High levels of cell proliferation in the outermost regions of the scaffold created a hypoxic microenvironment in the 3-D culture system, as indicated by hypoxia-inducible factor-1α stabilization, detectable by Western blotting and immunohistochemistry. Proteomic studies showed decreased expression of several mitochondrial proteins and increased expression of proteins in anaerobic glycolysis under 3-D culture compared to monolayer culture. Creatine kinase was also upregulated in 3-D culture, indicating its possible role as an important energy buffer system under hypoxic microenvironment. Increased levels of proteins in nucleotide metabolism may relate to cellular energy. Thus, our results suggest that HepG2 cells under 3-D culture adapt their energy metabolism in response to hypoxic conditions. Metabolic alterations in the 3-D culture model may relate to physiological changes relevant to development of small avascular tumor in vivo and their study may improve future therapeutic strategies.