A promising strategy to solve the problems of insufficient membrane penetration of drugs and low target specificity is the localization of targeting and uptake-facilitating ligands on the surface of drug-carrier systems. This study investigated the role of a peptide derived from the LDL receptor (LDLr)-binding domain of apolipoprotein E (apoE) in initiating endocytosis in brain capillary endothelial cells. The highly cationic tandem dimer of apoE residues (141-150) was coupled covalently onto poly(ethylene glycol)-derivatized liposomes. Membrane binding and cellular uptake was monitored qualitatively by confocal-laser-scanning microscopy as well as quantitatively using a fluorescence assay. The peptide mediated an efficient, energy-dependent translocation of liposomes across the membrane of brain capillary endothelial cells. Liposomes without surface-located peptides displayed neither membrane accumulation nor cellular uptake. Low peptide affinity to LDLr and internalization of the complex into fibroblasts with up- and down-regulated receptor expression levels, as well as complex translocation into cells incubated with an antibody against the LDLr, pointed to a dominating role of an LDLr-independent transport route. Enzymatic digestion of heparan sulfate proteoglycan (HSPG) with heparinase I and addition of heparin and poly-l-lysin as competitors of HSPG and HSPG ligands, respectively, resulted in a significant loss in liposome internalization. The results suggested that HSPG played a major role in the apoE-peptide-mediated uptake of liposomes into endothelial cells of brain microvessels.