Abstract. We introduce a three-dimensional model of the formation of proto-cell structures. Our model is based on an artificial chemistry extended from an earlier two-dimensional realization by Ono and Ikegami. This model describes the chemical reactions of a primitive metabolic system and the spatial interactions of simple amphiphilic molecules which organize into membrane-like structures. The results demonstrate the emergence of dynamic three-dimensional cellular structures from a “primordial soup”, and a variety of self-maintaining structures may be observed, depending on initial conditions. 1