The water-extracts of Scutellaria barbata Don (SBDE) were isolated from Chinese medicinal plant sources. The extracts showed strong growth-inhibitory activity and cancer chemopreventive activity on the growth and DNA incorporation of MG63 human osteosarcoma and K562 human leukemia cell lines. The growth of human cancer cells was inhibited in the presence of the extracts (20, 50 and 100 ${mu}$g/ml), and the effects were concentration-dependent and incubation time-dependent up to 8 days. When 50 ${mu}$g/ml of the extracts was added to the media of MG63 and K562, cell growth after 8 days or 6 days of incubation was retarded by 93.2 to 97.3% of the control group. Morphological changes of MG63 and K562 cell lines were observed. As the concentration of the extracts increased up to 50 ${mu}$g/ml, degree of cell aggregation decreased. Moreover, the DNA incorporation of the cells which were labeled with [3H] thymidine was significantly reduced after 3 days of incubation at $37^{circ}C$ with the extract. Therefore, it is suggested that the extract is highly effective on inhibition of cancer cell growth. The extract also inhibited gene expression of IGF-II in transcriptional level. Since IGF-II works as a mitogenic effector on MG63 and K562 cell lines, these results suggest that the growth inhibition is in part mediated through the inhibition of IGF-II gene expression.