To investigate the inhibiting effect of arsenic trioxide (As(2)O(3)) on the telomerase activity of leukemia cell lines NB4 and Jurkat cells, MTT assay, electrophoresis of genomic DNA, protein/DNA dual parameter flow cytometry as well as a semi-quantitative telomeric repeat amplification protocol (TRAP) assay and RT-PCR were used to examine the effect of As(2)O(3) on cell proliferation, telomerase activity and expression of cell cycle regulatory proteins. The results showed that cell proliferation and telomerase activity were significantly inhibited and apoptosis was induced in these cells after exposure to As(2)O(3). Furthermore, the expression of some cell cycle and apoptosis related proteins, such as Bcl-2, Rb, P16, caspase-3, cyclin A and cyclin E, was altered in As(2)O(3) treated NB4 cells. Cell cycle was arrested at G(1) and G(2)/M phases in both cells. It is concluded that the change of cell cycle regulatory proteins plays an important role in decline of the telomerase activity during the proliferation inhibition and apoptosis of NB4 and Jurkat cells induced by As(2)O(3).