A series of five -CH3, -NO2, -OCH3 and -Cl substituted 2-hydroxy-2,2-bis(4-pheny1)-N'-[(1E)-(3/4-phenyHmethylene] acetohydrazide (1a-1e) was synthesized by the reaction of 2-hydroxy-2,2-diphenylacetohydrazide with substituted aromatic aldehydes to give intermediate Schiff bases. Structures of the synthesized compounds were characterized using NMR (1D; H-1, C-13/APT and 2D H-1-H-1 COSY, and NOESY), FT-IR, UV, LC-MS/MS spectral data and elemental analysis. The geometry of compounds la-le were determined to be "E" by NOESY. All the tested compounds showed cytotoxic activity on MCF-7 and PC-3 cell line at highest experimental concentration (100 mu M). Compounds lb (18.24 +/- 7.62 mu M) and le (7.62 +/- 1.85 mu M) have strong anti-proliferative activity on MCF-7 cell line, while compound lb (45.81 +/- 1.10 mu M) has the strongest activity on PC-3 cell line.