Previously, as a new type of pH-sensitive liposome, we prepared egg yolk phosphatidylcholine (EYPC) liposomes bearing succinylated poly(glycidol), that is a poly(ethylene glycol) derivative having carboxyl groups, and showed that fusion ability of the liposomes increases under weakly acidic and acidic conditions (Kono, K., Zenitani, K. and Takagishi, T. (1994) Biochim. Biophys. Acta 1193, 1-9). In this study, we examined intracellular delivery of a water-soluble molecule, calcein, mediated by the succinylated poly(glycidol)-modified liposomes. When CV-1 cells, an established line of African green monkey kidney cells, were incubated with bare EYPC liposomes containing calcein at 37 degrees C, only weak and vesicular fluorescence of calcein was observed by using a fluorescence microscope. In contrast, the cells treated with the polymer-modified liposomes containing calcein displayed more intensive and diffuse fluorescence, indicating that calcein was transferred into the cytoplasm. Uptake of the polymer-modified liposomes by the cells was shown to decrease slightly as amount of the polymer fixed on the liposome increases. However, the fluorescence of calcein observed in the liposome-treated cell was, on the contrary, enhanced as amount of the polymer fixed on the liposome increases, indicating that the liposome modified with a higher amount of the polymer transfers its content into cytoplasm more efficiently after internalization into the cell. Fusion assay by resonance energy transfer using N-(7-nitrobenz-2-oxa-1,3-diazol-4-yl)phosphatidylethanolamine and lissamine rhodamine B-sulfonylphosphatidylethanolamine suggested occurrence of fusion between the polymer-modified liposomes and endosomal and/or lysosomal membranes. Moreover, the liposome with a higher polymer content revealed higher percent fusion after internalization into the cell. These results imply that the polymer-modified liposomes transfer the content into the cytoplasm by fusing with the endosomal membrane after internalization into the cells through an endocytic pathway.