To develop a new potent anti-melanogenic agent, we have conjugated lipoic acid (LA) to poly (ethylene) glycol (PEG) of molecular weight 2000 and examined the effects on inhibition of tyrosinase activity and melanin synthesis in B16F10 melanoma cells. The water-soluble LA-PEG 2000 was synthesized from LA and methylated PEG by an esterification reaction in the presence of 1-ethyl-3-(3-dimethylaminopropyl)-carbodiimide. Synthetic LA-PEG 2000 was confirmed by IR and 1 H-NMR spectroscopy. The new conjugate is a highly water-soluble molecule, which has lower cell cytotoxicity than LA. Treatment with LA-PEG 2000 significantly suppressed the biosynthesis of melanin by up to 63% at 0.25 mM and reduced tyrosinase activity by up to 80% at 0.50 mM in B16F10 melanoma cells. Furthermore, Western blot and RT-PCR studies indicated that treatment with LA-PEG 2000 decreased the level of tyrosinase, which is a melanogenic enzyme. Taken together, these results suggest that LA-PEG 2000 may inhibit melanin biosynthesis by down-regulating levels and expression of tyrosinase activity. Therefore, LA-PEG 2000 can be used effectively as a new agent to inhibit melanogenesis, with lower cytotoxicity than LA (parent molecule) in B16F10 melanoma cells.Primarily synthesized within melanocytes, melanin contributes to the pigmentation of the skin, hair, brain and eyes. The complex regulatory control of the biosynthetic machinery involved in melanogenesis includes receptor-mediated pathways activated by hormones, neurotransmitters, cytokines and growth factors, as well as receptor-independent mechanisms activated or modified by nutrients, micromolecules, microelements, pH, cation and anion concentrations, and the oxidoreductive potential (Slominski et al 2004). Melanin production plays an important role in prevention of sun-induced skin injury (Hill et al 1997). However, abnormal hyperpigmentation such as freckles, chloasma, lentigines and other forms of melanin hyperpigmentation can be serious aesthetic problems (Gilchrest 1996). Melanin synthesis is mainly regulated by tyrosinase, which catalyses the rate-limiting reactions (tyrosine hydroxylation to L-3, 4-dihydroxyphenylalanine [L-DOPA], and oxidation of L-DOPA to DOPA-quinone) that are common to both eu-and pheomelanogenesis. The subsequent steps after the formation of DOPA-quinone are responsible for switching between these two types of melanin. The progression of these steps, including spontaneous chemical reactions, depends on the ratio of sulfhydryl compounds such as cysteine and/or glutathione (GSH) within melanocytes. In the absence of cysteine and/or GSH, DOPAquinone is oxidized to form DOPA-chrome as the intermediate product of eumelanin, which results in the advance of eumelanogenesis. In the presence of these compounds, DOPA-quinone is coupled with their SH groups to form cysteinyl DOPA as a precursor of sulfur-containing pigment known as pheomelanin, which corresponds to the progress of pheomelanogenesis.