Cordyceps militarisis 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. militarisextract(CME) in human breast cancer MDA-MB-231 cells. It was found that CME treatment induced chromatin condensation, mitochondrial energization, annexin V staining and sub-G1 phase DNAcontent. These indicators of apoptosis correlate with the mitochondrial dependent pathway, which results in the activation of caspase-3 activity. Both the cytotoxic effect by CME treatment were significantly inhibited by z-DEVD-fmk, a caspase-3 inhibitor,demonstrating the important role of caspase-3 in the observed cytotoxic effect. Cotreatment of CME and LY294002, resulted in significantly induction of apoptosis. These results indicate that caspase-3 is a key regulator of apoptosis in response to CME in human breast cancer MDAMB- 231 through downregulation of Akt, and that the C. militaris extract may therefore have therapeutic potential against human breast cancer.