The antiproliferative effect of the water extract of the branch and root bark of Ulmi Pumilae Cortex(WEUPC) was investigated on the p53-negative human leukemia cell line (HL-60). A dose- and time-dependent inhibition of cell growth was observed; this effect appears to be due to induction of apoptosis. Involvement of oxidative stress is indicated by a dose-dependent increase in intracellular reactive oxygen species levels. In addition. anti-apoptic effect was observed in the cells simultaneously treated with WEUPC and the anti-oxidant N-acetylcysteine. WEUPC did not affect the anti-apoptotic Bcl-2 and the pro-apoptotic Bax, whereas p21^WAF1CIPl/ was enhanced in a dose- and time-dependent fashion; this effect was partially inhibited by N-acetylcysteine. The increase in p21^WAF1CIPl/ was accompanied by a parallel accumulation of cells in the G1 phase of the cycle. These results suggest that the p53-independent induction of p21^WAF1CIP/ and the induction of apoptosis may mediate the anti proliferative effect of WEUPC at least in this study; on the basis of this observation, WEUPC could be proposed as an useful adjunct to the treatment of p53-deficient tumors, which are often refractory to standard chemotherapy.