Cartilage has limited ability for repair and one possible treatment would be tissue engineering. However cartilage tissue formed in vitro is biochemically and mechanically inferior when compared to native tissue. I hypothesized that modulation of culture conditions will improve cartilage tissue formation in vitro. Supplementing Ham's F12 culture media with 14mM NaHCO3 to maintain pH in the neutral zone resulted in more cartilage which showed cellular organization. Application of compressive and shear forces also resulted in more cartilage formation with improved weight bearing ability by increasing expression of collagen and proteoglycan gene expression. Further study is required to determine the optimal culture conditions.