The aim of this work was to study the effect of arsenic trioxide (As2O3) on rat hepatocellular carcinoma (HCC), and investgate on the mechanisms of its antitumor effect. HCC was induced by chemocarcinogen diethylnitrosamine (DEN) in Wistar rats, that were then treated with As2O3 intraperitoneally in three different concentrations once a day for two weeks, and twice a week for another two weeks. The histological and ultrastructural changes in liver tissue were observed under microscope and electronic microscope on the 7th, 14th and 28th day after drug administration. The apoptosis and cellular dynamic parameters of tumor cells were observed by flow cytometry. The expression of bcl-2, bax, and proliferation cell nuclear antigen (PCNA) of rat liver cancer cells on the 7th day after drug administration was determined by using immunohistochemical technique. Treatment with As2O3 caused HCC cells death via both apoptotic and non-apoptotic mechanisms when the dose was high (5 mg.kg(-1)), while necrosis was rare and apoptosis was common when the dose was appropriate (1 mg.kg(-1)). This effect was obviously accompanied with accumulation of cells in G2/M phases (G2/M restriction). Many apoptotic cells were also found in G2/M phases. The expression intensity of bcl-2 or bax varied depending on the dose administrated. Downregulation of bcl-2/bax was observed, accompanied with upregulation of apoptosis. However, the ratio of bcl-2/bax and the percentage of apoptosis were not the utmost when the dose administered was the highest. In conclusion, these data demonstrate that As2O3 induces apoptosis of rat HCC cells, and it is closely associated with G2/M restriction when apoptosis reaches the top. Apoptosis can be observed in all three phases of cell cycle, but it is more common in G2/M phase when the dose is appropriate. It is suggested that arsenic trioxide may be an atypical cell cycle specific agent. Apoptosis of tumor cells is closely associated with down-regulation of the ratio of bcl-2/bax, but that may not be the only dominant factor.