The ability of a polycationic lipid, lipopoly(L-lysine) (LPLL), to mediate efficient DNA transfection depended on scraping of the treated cells (Zhou et al. (1991) Biochim. Biophys. Acta 1065, 8-14). It was found that the mechanical treatment could be avoided by including a helper lipid to the liposome composition. Among the helper lipids tested, a hexagonal phase forming lipid, dioleoylphosphatidylethanolamine (DOPE), gave rise to the highest activity. The transfection efficiency was further optimized by varying the lipophilicity of the LPLL and the ratio of the cationic liposome to DNA. Transfection activity of the optimal DNA-liposome complexes was enhanced by up to 6-fold if cells were pretreated with agents interfering with the process of endocytosis. Meanwhile, pretreatment of cells with a peptide which inhibits membrane fusion decreased the activity by about 60%. These results indicated that DNA-liposome complexes are taken up by an endocytosis mechanism and that cytoplasmic delivery of DNA involves a fusion-related event probably in the endosome compartment. The transfection process was visualized by thin-section electron microscopy. It was found that the complexes entered the cytoplasm mainly by destabilizing endosomes and occasionally by penetrating through the plasma membrane. Therefore, our findings differ from a previous hypothesis which suggests that transfection is mediated by fusion of the liposomes with the plasma membrane of the treated cells.