A neoglycolipid, N-stearyl lactobionamide(N-SLBA) was synthesized and the incorporation of the neoglycolipid into liposomes was achieved in order to prepare neo-galactosylated liposome as potential drug carrier for active targeting to galactose receptor existing cell and tissue. N-SLBA was synthesized by the covalent linkage between carboxyl group of lactobionic acid and amino group of stearylamine(SA). The yield of N-SLBA was about 52.3%. It was identified with $1650;cm^{-1}$ in IR chart, 7.5 ppm in NMR spectra, $61^{circ}C$ endothermic peak in DSC heating curve. Surface-modified large unilamellar vesicle with galactose(N-SLBA-LUV) could be prepared with N-SLBA by reverse evaporation method. N-SLBA-LUV was identified by TEM and measuring of membrane function. The maximum amount of N-SLBA incorporated into liposome is up to about 15 mol%. Compared with control liposome (SA-LUV), N-SLBA-LUV showed lower encapsulation efficiency of MTX. It might due to the loss of positive surface charge of stearylamine. N-SLBA-LUV was similar to SA-LUV in aspect of osmotic behavior. N-SLBA-LUV prepared with N-SLBA would be expected to be a good carrier for active targeting to galactose receptor existing cell and tissue.