Over the past decade, several groups have reported amphiphilic cyclodextrin derivatives that display a range of lyotropic and thermotropic mesophases. Amphiphilic cyclodextrins have been shown to form monolayers at the air ± water interface [1] and micelles in water. [2] Thermotropic liquid crystals of cyclodextrins were also described. [3] Amphiphilic cyclodextrins can be admixed in limited percentages to phospholipid monolayers [4] as well as liposomes, [5] and they can be dispersed as ªnanoparticlesº of pharmaceutical interest. [6] However, with few exceptions, these materials have poor water solubility. We have now prepared the first examples of bilayer vesicles composed entirely of amphiphilic cyclodextrins. These vesicles combine the properties of liposomes and macrocyclic host molecules, and create new possibilities for the development of advanced host ± guest carrier and delivery systems. Some examples of vesicles composed of amphiphilic macrocycles such as calixarenes [7] and cryptands [8] were recently described.Heptakis(6-alkylthio)-b-cyclodextrins [3] display thermotropic mesophases and form monolayers at the air ± water interface, [1f,g, 3, 9] but are practically insoluble in water. The poor water solubility of these cyclodextrins most likely results from intramolecular hydrogen bonding of the secondary hydroxyl groups, as is the case for unmodified b-cyclodextrin. Attempts to ªbreakº this hydrogen-bond network by persubstitution of the secondary side by methyl and acetyl groups only slightly improved the water solubility. [9] However, we demonstrate herein that substitution of the secondary side with hydrophilic hydroxyethyl groups dramatically improves the water solubility (as observed previously for random and low-degree substitution of b-cyclodextrin [10] ), and provides cyclodextrins with pronounced amphiphilic character.Cyclodextrins 4 and 5 were obtained in a three-step synthesis from b-cyclodextrin. b-Cyclodextrin was per-brominated at the C 6 positions, [11] and the resulting heptakis(6bromo-6-deoxy)-b-cyclodextrin (1) yielded the 6-alkylthioethers 2 and 3 by reaction with potassium n-dodecylthiolate and n-hexadecylthiolate, respectively. [3] Subsequently, we developed an efficient modification of the hydroxyethylation process for b-cyclodextrin, [10] which uses ethylene carbonate as the alkylating agent. We found that 2 and 3 can be efficiently hydroxyethylated in tetra-N-methylurea (TMU) at 150 8C using an excess of ethylene carbonate and adding 10 % of K 2 CO 3 as base. [12] The elevated temperature is essential for rapid and extensive substitution. Cyclodextrin 4 was purified