Irinotecan hydrochloride (CPT-11) is a prodrug of SN-38, which is an active metabolite with antitumor activity and side toxicity. The activities of CPT-11 and SN-38 depend on the dosed lactone ring form of SN-38,We have examined the tissue distributions of the closed and open forms of CPT-11 and SN-38 in Lewis lung carcinoma-bearing mice after the administration of liposomal CPT-11 (S-Lip) and polyethyleneglycol (PEG)-modified S-Lip (S-PEG), The plasma concentrations of closed CPT-11 and SN-38 were increased by liposomalization, and their blood circulation was prolonged by the PEG modification, The concentrations of closed CIT-ll and SN-38 in tumors were elevated by both the liposomalization and PEG modification. The closed/total ratio of SN-38 in the tumors of the S-PEG group was greater than that of the CPT-11 solution (Sol) group, Thus, SN-38 was thought to be generated in intact liposomes containing CPT-11, The bile concentration of closed SN-38, which is responsible for CPT-ll-induced intestinal disorder, was decreased by liposomalization. Tn an in vitro experiment, the SN-38/CPT-11 ratio in the tumor cells of the S-Lip group was found to be higher than that of the Sol group, and the ratio of the closed form of SN-38 was increased by the liposomalization, Laser scanning confocal microscopy showed the generation of SN-38 in the liposomal membrane after the incubation of S-Lip with carboxylesterase. It is therefore considered that a part of CPT-11 is converted to SN-38 in the intact liposomes.