Cytoplasmic dynein purified by nucleotide dependent microtubule affinity has significant minus end-directed vesicle motor activity that decreases with each further purification step. Highly purified dynein causes membrane vesicles to bind but not move on microtubules. We exploited these observations to develop an assay for factors that, in combination with dynein, would permit minus end-directed vesicle motility. At each step of the purification, non-dynein fractions were recombined with dynein and assayed for vesicle motility. Two activating fractions were identified by this method. One, called Activator I, copurified with 20S dynein by velocity sedimentation but could be separated from it by ion exchange chromatography. Activator I increased only the frequency of dynein-driven vesicle movements. Activator II, sedimenting at 9S, increased both the frequency and velocity of vesicle transport and also supported plus end movements. Our results suggest that dynein-based motility is controlled at multiple levels and provide a preliminary characterization of two regulatory factors.