New 4-chalcone ursolate and 1-acetyl-3-(4-phenyl)-4,5-dihydro-2-pyrazoline-5-phenyl ursolate derivatives were synthesized by esterification of UA and chalcone or pyrazoline. The compounds were structurally confirmed by IR, 1 H NMR, 13 C NMR, and HR-MS spectroscopy. The cytotoxicity of ten derivatives was evaluated against A549, SKOV3, and HepG2 cell lines by MTT assay. The result showed that several compounds were more potent than UA against A549 and SKOV3 cells; however, none of them were more potent than UA against HepG2.Ursolic acid (UA, 3E-hydroxy-urs-12-en-28-oic acid, 5), a pentacyclic triterpene, has been isolated from a large variety of vegetarian foods and many traditional medicinal plants. In past decades, UA has attracted considerable interest owing to its significant biological activities and promising clinical application as a chemotherapeutic and chemopreventive agent. Indeed, UA exhibits attractive pharmacological properties, including anti-inflammatory activity [1, 2], anti-HIV [3], anti-malarial [4], anti-microbial [5], anti-melanoma [6], and antitumor [7][8][9][10][11].The conjugation of two bioactive compounds is now accepted as an effective strategy for designing ligands, inhibitors, and other drugs [8]. Chalcones, which belong to the flavonoid compounds, exhibit antioxidant and anti-inflammatory properties and have recently attracted attention also for their antitumor activity in preclinical models [12, 13]. The 2-pyrazoline ring system has attracted significant interest in organic and medicinal chemistry over the past several decades. Scaffolds containing the 2-pyrazoline (4,5-dihydropyrazole) heterocycle have demonstrated a wide range of biological activity, including anticancer activity [14]. In order to explore biologically more active derivatives of this naturally occurring triterpene, two series of ursolic acid derivatives were synthesized with chalcone and pyrazoline structures through reactions as shown in Scheme 1. a. NaOH, CH 3 OH, stir, 0-5°C for 0.5 h then room temperature for 18 h; b. N 2 H 4 ·H 2 O, CH 3 COOH, reflux, 2 h; c. (CF 3 CO) 2 O, toluene, stir for 0.5 h, then 3a-3e, reflux, 8 h; d. (CF 3 CO) 2 O, toluene, stir for 0.5 h, then 4a-4e, reflux, 8 h; e. 10% NaOH, acetone, stir, 22 h. 1 2 3a -3e 4a -4e COOR 1 HO 5 c, e d, e 6a -6e 7a -7e 6: R 1 = C O C C R H H N N R H 3 COC 7: R 1 = Scheme 1 2, 3a, 4a, 6a, 7a: R = H; 2, 3b,4b,6b,7b: R = CH 3 ; 2, 3c,4c,6c,7c: R = OCH 3 ; 2, 3d,4d,6d,7d: R = Cl; 2, 3e,4e,6e,7e: R = F