The present study deals with the formulation and in-vitro characterization of tamoxifen loaded stealth liposomes. Passive targeting by stealth liposomes, once combined with efficient intracellular delivery, may be a very useful strategy to improve the antitumor efficacy for the anticancer agents. Stealth liposomes were prepared by using Cholesterol, DMPC, DSPC, and Polyethylene Glycol 4000 (PEG 4000) in order to achieve prolonged circulation time and sustained release. The prepared liposomes were evaluated for size, shape, profile, degree of drug entrapment, and in-vitro release efficiency. The effect of various formulation and drug release was investigated.