After the identification of a new lead bisphenol compound that had good topoisomerase II␣ (EC 5.99.1.3) inhibitory activity, a series of bisphenol analogs were synthesized and tested to identify the structural features that were responsible for their activity. The bisphenols represent a new structural class of topoisomerase II inhibitor that potently inhibited the growth of Chinese hamster ovary and K562 leukemia cells in the low micromolar range. The fact that cell growth inhibition was significantly correlated with topoisomerase II␣ inhibition suggests that the catalytic inhibition of topoisomerase II␣ probably contributed to their growth inhibitory activity. Only one of the bisphenols (O3OH) tested significantly induced topoisomerase II␣-mediated cleavage of DNA. Most of the bisphenols displayed only low-fold cross-resistance to a K562 subline containing reduced levels of topoisomerase II␣ Thus, it is likely that most of the bisphenols inhibited cell growth, not by acting as topoisomerase II poisons, but rather by acting as catalytic inhibitors of topoisomerase II␣. Three-dimensional quantitative structure-activity analysis (3D-QSAR) was carried out on the bisphenols using comparative molecular field analysis (CoMFA) and comparative molecular similarity index analysis (CoMSIA) to determine the structural features responsible for their activity. The CoMSIA analysis of the topoisomerase II␣ inhibitory activity yielded a statistically significant model upon partial least-squares analyses. The 3D-QSAR CoMSIA analysis showed that polar meta hydrogen bond acceptor substituents on the phenyl rings favored inhibition of topoisomerase II␣. For the hydrogen bond donor field, para-and meta-substituted hydroxyl groups favored inhibition. Hydrophobic substituents on the bridge atoms disfavored inhibition.Topoisomerase II (EC 5.99.1.3) alters DNA topology by catalyzing the passing of an intact DNA double helix through a transient double-stranded break made in a second helix, and it is critical for relieving torsional stress that occurs during replication and transcription and for daughter strand separation during mitosis (Fortune and Osheroff, 2000;Li and Liu, 2001;Wang, 2002). Mammalian cells contain ␣ and  isoforms of topoisomerase II, with topoisomerase II␣ being the most highly expressed in cells undergoing division (Akimitsu et al., 2003). Several widely used anticancer agents, including doxorubicin, daunorubicin (and other anthracyclines), amsacrine, etoposide, and mitoxantrone also target topoisomerase II, and they are thought to be cytotoxic because they are topoisomerase II poisons (Fortune and Osheroff, 2000;Li and Liu, 2001). Stabilization of the so called "cleavable complex" by topoisomerase II poisons increases the levels of protein-concealed DNA doublestrand breaks in cells (Wilstermann and Osheroff, 2003). The action of DNA metabolic processes then transforms these complexes into permanent double-strand breaks, which are highly toxic to cells (Zhang et al., 1990).In contrast, the catalytic inhibitor...