Galactosylated chitosan-graft-poly(vinyl pyrrolidone) (GCPVP) was synthesized and characterized for hepatocyte-targeting gene carrier. GCPVP itself as well as GCPVP/DNA complex had negligible cytotoxicity regardless of the concentration of GCPVP and the charge ratio, but GCPVP/DNA complex had slightly cytotoxic effect on HepG2 cells only in the case of the higher charge ratio and 20 mM of $Ca^{2+}$ concentration used. Through the confocal laser scanning microscopy, it is shown that the endocytosis by interaction between galactose ligands of GCPVP and ASGPR of the hepatocytes was the major route of transfection of GCPVP/F-plasmid complexes.