rin and penicillin analogs with an alkylidene substituent in the E-lactam ring. Most of these products were oxidized by meta-chloroperbenzoic acid to the corresponding sulfones. The cephemes and penams synthesized including the oxidized products displayed high cytotoxicity relative to cancer cells in vitro. Some of the alkylidene-substituted cephems as the free acids, similar to Tazobactam, inhibit the catalytic activity of Enterobacter cloacae penicillinase. sulfones, condensation, oxidation by m-chloroperbenzoic acid.Continuing a study of the relations between structure and biological activity of cephalosporin and penicillin derivatives [1], we report here the synthesis of new analogs of these antibiotics with an alkylidene substituent in the E-lactam ring as well as their 1,1-dioxo derivatives and the anticancer activity of these compounds in vitro. The effect of the tert-butyl carboxyl protective group on the capacity of some of these cephalosporin and penicillin analogs to inhibit E-lactamase was clarified.The desired tert-butyl esters of 7-alkylidene-3-methyl-1,1-dioxoceph-3-em-4-carboxylic acids 3a-c were synthesized by condensation of the tert-butyl ester of 7-oxo-3-methylceph-3-em-4-carboxylic acid (1) with N-methoxycarbamoyl-N-methylmethylidene-(2a), 3-ethoxycarbonyl-2-oxopropylidene-(2b), and 2-(2-furyl)-2-oxoethylidene(triphenyl)phosphorane (2c), respectively. Products 3a-c were oxidized using meta-chloroperbenzoic acid (MCPBA) to give the corresponding sulfones 4a-c.