Marine organisms have been found to be a source of steroids, particularly in terms of unique side-chain structures and unusual functionalization [1]. Marine steroids are often found in highly oxygenated forms, and such steroids sometimes show a variety of biological and pharmacological activities [2]. Despite the number of marine-derived steroids that have been found to date, marine-derived fungi appear to be an infertile source of novel bioactive steroids [3]. In the course of our ongoing investigation on bioactive secondary metabolites from marine fungi in the South China Sea, a sponge-derived fungus Penicillium sp. attracted our attention because of the fact that the EtOAc extract of the fungal culture showed pronounced cytotoxic activity against K562 chronic leukemia cell line. Investigation of the active extract of this fungus led to the isolation of 12 steroids (1–12). The structures of these steroids were determined on the basis of their 1H NMR, 13C NMR, and ESI-MS spectroscopic data, and by comparison with those previously reported in the literature, as six steroids with ketone carbonyl groups, dankasterone A (1) [4], dankasterone B (2) [4], 3 ,15 -dihydroxyl-(22E,24R)-ergosta-5,8(14),22-trien-7-one (3) [5], 3 ,15 -dihydroxyl-(22E,24R)-ergosta-5,8(14),22-trien-7-one (4) [5], 6 -hydroxy-ergosta-4,7,22-trien-3-one (5) [6], and 6 -hydroxy-stigmast-4-en-3-one (6) [7]; two epoxy-ergosterols, 5 ,6 -epoxy-(22E,24R)-ergosta-8(14),22-diene-3 ,7 -diol (7) [8] and 5 ,6 -epoxy-(22E,24R)-ergosta-8,22-diene-3 ,7 -diol (8) [8]; two epidioxy-ergosterols, 5 ,8 -epidioxy-ergosta6,22E-dien-3 -ol (9) [9] and 5 ,8 -epidioxy-ergosta-6,9,22E-trien-3 -ol (10) [9]; and two polyoxygenated sterols, 3 ,5 -dihydroxy-6 -methoxyergosta-7,22-diene (11) [10], and 3 ,5 ,6 ,9 -tetrahydroxyergosta-7,22-diene (12) [10]. The cytotoxic activity of all isolated compounds was evaluated against human promyelocytic leukemia HL-60, human lung carcinoma A-549, chronic leukemia K562, and human cervical carcinoma Hela cell lines. Compound 1 showed pronounced cytotoxic activity against HL-60, Hela, and K562 with IC50 values of 0.78, 4.11, and 7.57 M, respectively, especially to HL-60, which was stronger than that of the positive control adriamycin (IC50 0.98 M). Compound 2 also exhibited strong growth inhibition against HL-60, Hela, and K562 with IC50 values of 3.25, 4.74, and 7.89 M. Compounds 3 and 4 showed significant cytotoxic activity against K562 with IC50 values of 4.38 and 5.54 M, respectively. These results suggested that ketone carbonyl groups in compounds 1–4 should play an important role for enhancement of cancer cell growth inhibition. The antibacterial activity of all isolated compounds was also evaluated with a panel of pathogenic bacteria, including Gram-positive Staphylococcus aureus, S. albus, Bacillus cereus, Micrococcus tetragenus, and Kocuria rhizophila, and Gram-negative Escherichia coli, Vibrio parahaemolyticus, V. anguillarum, and Pseudomonas putida (Table 1). The results indicated that the isolated steroids (1–5, 7–11) exhibited widely significant antibacterial effects against most of pathogenic bacteria except for S. albus and V. parahaemolyticus. Among these steroids, compound 1 was found to be the most active and showed a broad spectrum of antibacterial activity, while compounds 2–5 and 7–11 exhibited selective antibacterial activity. In particular, compounds 1, 4, 7, and 8 showed strong antibacterial activity against V. anguillarum with MIC values of 0.39, 0.78, 0.78, and 0.39 M, respectively, which were stronger than or equivalent to that of the positive control ciprofloxacin. It is noteworthy that the activity of 1 was stronger than that of 2, and the only difference between their structures was the absence of double bond at C-4/C-5 in 2, indicating that the double bond at C-4/C-5 in 13(14 8)abeo-8-ergostane had a significant effect on the antibacterial activity. The results of antibacterial activity also suggested that the ketone carbonyl groups, epoxy rings, and peroxy groups in steroids played apparent role on the antibacterial activity. Moreover, compound 12 with four hydroxy groups was less active than 11, suggesting that the simultaneous presence of several hydroxy groups caused loss of activity.