Cordyceps militaris is well known as a traditional herbal ingredient, which has been used for patients suffering from cancer in oriental medicine. In this study we have investigated the biochemical mechanisms of anti-proliferative effects by C. militaris extract(CBE) in human breast cancer MDA-MB-231 cells. It was found that CBE treatment induced chromatin condensation, mitochondrial energization, annexin V staining and sub-G1 phase DNA content. These indicators of apoptosis correlate with the mitochondrial dependent pathway, which results in the activation of caspase-3 activity. Both the cytotoxic effect by CBE treatment were significantly inhibited by z-DEVD-fmk, a caspase-3 inhibitor, demonstrating the important role of caspase-3 in the observed cytotoxic effect. Co-treatment of CBE and LY294002, resulted in significantly induction of apoptosis. These results indicate that caspase-3 is a key regulator of apoptosis in response to CBE in human breast cancer MDA-MB-231 through down regulation of Akt, and that the C. militaris extract may therefore have therapeutic potential against human breast cancer.