Determination of the mechanisms by which cationic liposomes adhere to and fuse with biological membranes is important to understanding how these lipid vesicles mediate cellular transfection. To determine what role the lipid composition of "target" membranes might have in promoting fusion with cationic liposomes, we have examined the ability of large unilamellar vesicles composed of 1,2-dioleoylsn-phosphatidylethanolamine (DOPE) and N,N-dimethyl-N,N-di-9-cis-octadecenylammonium chloride (DODAC) (1:1) to fuse with target liposomes of varying composition in the absence of DNA. Membrane fusion was promoted by increased negative surface charge and, for liquid crystalline lipids, by increased acyl chain unsaturation in target liposomes. However, the presence of disaturated phospholipids promoted fusion below the gel to liquid crystalline transition temperature, an effect which was eliminated by the addition of cholesterol. It was also shown that DOPE/DODAC (1:1) LUVs fused with erythrocyte ghosts and that this fusion was blocked by the presence of serum. Membrane fusion was determined by a quantitative fluorescent lipid mixing assay and qualitatively by freeze-fracture electron microscopy and fluorescence microscopy.