Though polyethylenimine (PEI) is one of the most efficient nonviral vectors, one concern is the significant cytotoxicity of free PEI that represents about 80% of the PEI molecules in PEI/DNA mixtures used for transfection. In this respect, the aim of this work was to further investigate the intracellular fate of PEI during transfection of L929 fibroblasts. To this end, we analyzed by fluorescence correlation spectroscopy (FCS) using two-photon excitation the intracellular concentration and diffusion properties of labeled PEI and PEI/DNA complexes in various compartments of L929 cells. High initial fluorescence intensity, rapid photobleaching and the absence of measurable autocorrelation curves in most selected locations in cytoplasm suggest that PEI/DNA complexes and PEI accumulate (up to 30 times the concentration in the extracellular medium) in late endosomes bound to the inner membrane face. This feature, together with membrane destabilizing properties of PEI, may explain the release of PEI into cytoplasm and subsequent diffusion into the nucleus. In the nucleus, the concentration of PEI was found to be about 2.5- to 3.5-fold higher than the one in the incubation medium. Moreover, autocorrelation curves obtained in the nuclear compartment can be analyzed with either a two-component model (with the major fraction undergoing free Brownian diffusion) or an anomalous diffusion model. Both the endosomal disruption and the large intranuclear PEI concentration may contribute to PEI cytotoxicity.