Chitosan-DNA nanoparticles were synthesized from the complexation of the cationic polymer with a ss-gal DNA plasmid, in order to study the efficacy of chitosan to develop a non-viral gene delivery system that can be optimized for efficient gene therapy. The optimal binding conditions were determined with the fluorescamine and PicoGreen assays. DNA distribution within the nanoparticle was visualized by electron transmission microscopy, while the size and morphology were assessed by atomic force microscopy. The transfection potential was evaluated for the first time on human mesenchymal stem cells (MSCs), on human osteosarcoma cells (MG63) and on human embryonic kidney cells (HEK293). The LipofectAMINE(TM) 2000 (LF) reagent was used in comparison. The effect of chitosan-DNA nanoparticles on cell viability was illustrated with the 3-[4,5-dimethylthiazol-2-yl]-2,5-diphenyl tetrazolium bromide (MTT) assay. The nanoparticles formed are of a diameter inferior to 100nm with a homogenous distribution of DNA. The transfection of HEK293 cells is superior to that seen with MG63 cells and MSCs, however not surpassing that seen with LF. Minimal cytotoxicity is seen with the polyplexes compared to greater than 50% toxicity with LF. These results suggest that chitosan-DNA nanoparticles have favorable characteristics for non-viral gene delivery, are cell type dependent and not cytotoxic.