We have developed a targeting lentiviral vector using the modified Sindbis virus envelope protein (Morizono, K et al, Nat. Med. 11: 346|[ndash]|352, Morizono, K et al, J. Virol. 75: 8016|[ndash]|8020). The modified envelope, designated m168, can bind to the Fc region of antibodies, so viral binding and entry can redirected based upon the specificity of the conjugated antibody. We have used this vector to demonstrate targeted transduction of metastatic melanoma in the mouse lung by intravenous administration of the virus. Although the viral vector binds, enters and transduces a wide variety of cells via targeted cell surface molecules, certain cell types are resistant to transduction by the vector in spite of the abundant expression of the targeted molecules. To broaden the application of the vector to more tissues and cell types, we attempted to analyze and overcome the blockage of transduction by the vector. Because the resistant cells are permissive for transduction by VSV-G-pseudotyped lentiviral vectors, the blockage of transduction seems to be present at the step prior to reverse transcription. In addition, the targeting vector efficiently binds to target cells via targeted molecules, so the blockage most likely occurs at fusion between the target cell membrane and the viral envelope. We found that the amount of cholesterol on the target cell membrane controls the efficiency of viral fusion (entry); i.e., depletion of cholesterol from permissive cells decreases the transduction efficiency by the vector, and addition of cholesterol to resistant cells increases the transduction efficiency of the vector. To increase the transduction efficiency to the cells that contain low amounts of cholesterol, we introduced an additional mutation into the E1 gene of the m168 construct, which has been demonstrated to mediate viral fusion in a cholesterol-independent manner. The envelope with the E1 mutation, designated 2.2, dramatically increasedthe transduction efficiency to cholesterol-depleted cells. The 2.2-pseudotyped vector also more efficiently transduces the previously resistant cells in an antibody-dependent manner, including primary peripheral blood mononuclear cells, and human umbilical vein endothelial cells. The 2.2-pseudotyped vector was also tested in an in vivo setting. The virus conjugated with the anti-transferrin receptor was administered intravenously into mice to target blood-brain barrier capillary endothelial cells previously known to express abundant amounts of the transferrin receptor. The 2.2 pseudotype expressed the firefly luciferase transgene at the location of the brain and spine, in an antibody-dependent manner, as demonstrated by cooled coupled charged device imaging. We are trying to define the specific cell types transduced in the central nervous system (CNS) tissues by immunohistochemical analysis, as well as delivery of therapeutic molecules into the CNS.