Objective To a nalyze the morphologic features of SMMC-7721 cannibalistic cells that induced by triazole Schiff base derivative(LH-37) EM>in vitro/EM>. Methods The SMMC-7721 cells （1×10SUP>4/SUP>/ml）were cultured in the medium containing of 1×10SUP>-5/SUP> mol/L LH-37 for 24h,48hThe character of cells was detected by Papanicolaou and Wright′s Staining. Immunohistochemical method was used to observe the cleaved Caspase-3 positive cells. The ultrastructure of cannibalism cells was observed by JEM 100CXII transmission electronic microscope. Results Microscopic analysis demonstrated the complete internalization of one cell within another. We noted that some cannibalistic cells in small aggregates appeared to be inside of large vacuoles, suggesting that they were internalized within a neighboring cell. The proportion of cannibalistic cells were increased after SMMC-7721 cells were cultured in the presence of LH-37 for 48 hours. The proportion of the cannibalistic cells in control and LH-37 group was 0.47% and 5.23% respectively. Many internalized cells were positive for cleaved Caspase-3 staining . Ultrastructural analysis of engulfed cells from 24 hours exhibited evidence of livecell internalization consistent with cannibalism, The most common fate for internalized cells was death after treatment with LH-37 for 48 hours, as evidenced by nuclear degradation and the