Inroduction & Objective: Paclitaxel (PTX) is one of the most effective chemotherapeutic agents for a wide spectrum of cancers، but its therapeutic benefit is often limited by its poor solubility in aqueous solutions and Cremophor El severe side effects. However، the aim of this study is to develop highly watersoluble paclitaxel. For this purpose we prepared a new paclitaxel– poly (ethylene glycol) (PEG) conjugates that were characterized and evaluated for their in vitro cytotoxicity. Materials and Methods: The cell lines used were HeLa and L₉ ₂ ₉ . Both cell lines were maintained in RPMI 1640 medium containing 10% fetal bowin serum and 1% antibiotics. Various dilutions of PTXPEG conjugate by physical method were prepared and in vitro cytotoxicity and drug uptake were determined by MTT assay on HeLa and L₉ ₂ ₉ cells. Data were expressed as the means of three separate experiments، and were compared by analysis of variance (ANOVA) and Tukey's multiple comparison test of SPSS software. Results: Quite homogeneous solution was obtained and paclitaxel was completely dissolved. Using MTT assay was determined that a lower dose of paclitaxel nanoparticle have a greater efficacy on cancer cells compared with PTX/ Cremophor EL. (* = P-value<0. 05) Conclusion: The new conjugate formulation exhibited a high efficiency of antitumor activity and low toxicity and can be used as a drug delivery vehicle for cancer therapy.