The thioxopyridine derivative (2) on treatment with ethyl chloroacetate gave the corresponding ethyl 3-aminothieno [2,3-b]pyridin-2carboxylate (3). Condensation of 3 with Ac 2 O gave the corresponding 4-H-pyrido[3',2':4,5]thieno[3,2-d] [1,3]oxazine derivative (4). Reaction of 4 with bifunctional groups gave 3,4dihydropyrido[3',2':4,5]thieno[3,2-d]pyrimidines (5 a,b) and 2-carbamoyl-3-acetamidothieno[2,3-b]pyridine derivative (6). Intramolecular cyclization of 6 by Ac 2 O/AcOH gave (7). Reaction of 5b with different electrophilic reagents were studied. Also, 5a upon treatment with ethyl chloroacetate and/or methyl iodide (K 2 CO 3) furnished the corresponding Nethylacetate (13) and N-methyl derivative (16) respectively. Hydrazinolysis of 13 gave the corresponding acetohydrazide (14) which on treatment with benzaldehyde furnished the corresponding 1H-pyrazol-4-yl derivative (15). The IR, 1 H NMR and MS spectra of newly derivatives were discussed. The antitumor activity against the liver tumor cell line HepG 2 of the prepared compounds were tested. Compounds 8a, 14 were more potent (IC 50 = 2.75 and 2.12 g/ml) than the standard drug (IC 50 = 4.60 g/ml).