Purpose: To determine the pharmacokinetics, tissue, and blood distribution of rapamycin PEG-block-poly(ε-caprolactone) (PEG-b-PCL) micelle formulations with and without the addition of α-tocopherol compared to control rapamycin in Tween 80/PEG 400/N,N-dimethylacetamide (DMA) (7:64:29). Methods: Rapamycin was incorporated at 10% w/w into PEG-b-PCL micelles (5:10 kDa) using a solvent extraction technique. The co-incorporation of 2:1 α-tocopherol:PEG-b-PCL was also studied. Rapamycin was quantified utilizing LC/MS in a Waters XTerra MS C18 column with 32-desmethoxyrapamycin as the internal standard. Male Sprague Dawley rats (N = 4 per group; ∼200 g) were cannulated via the left jugular and dosed intravenously (IV) with the rapamycin control and micelle formulations (10 mg/kg, 1:9 ratio for rapamycin to PEG-b-PCL). For tissue distribution 24 h after IV dosing, whole blood, plasma, red blood cells, and all the representative tissues were collected. The tissues were rapidly frozen under liquid nitrogen and ground to a fine powder. The rapamycin concentrations in plasma and red blood cells were utilized to determine the blood distribution (partition coefficient between plasma and red blood cells). For the determination of the pharmacokinetic parameters, blood, plasma, and urine samples were collected over 48 h. The pharmacokinetic parameters were calculated using WinNonlin® (Version 5.1) software. Results: Rapamycin concentrations were considerably less in brain after administration of both micelle formulations compared to a rapamycin in the Tween 80/PEG 400/DMA control group. There was a 2-fold and 1.6-fold increase in the plasma fraction for rapamycin micelles with and without α-tocopherol. There was a decrease in volume of distribution for both formulations, an increase in AUC, a decrease in clearance, and increase in half life respectively for rapamycin in PEG-b-PCL + α-tocopherol micelles and in PEG-b-PCL micelles. There was no mortality with the micelle formulations compared to 60% mortality with rapamycin in Tween 80/PEG 400/DMA. Conclusions: The decreased distribution into the brain of rapamycin in PEG-b-PCL micelles may ameliorate rapamycin neurotoxicity. Both micelle formulations increase rapamycin distribution in plasma, which could facilitate access into solid tumors. The micellar delivery systems of rapamycin impart in vivo controlled release, resulting in altered disposition, and dramatically reduced mortality. © 2007 Springer-Verlag.