Abstract There is a strong association between chronic inflammatory conditions in a particular organ and the incidence of cancer specific to that organ. The longer the inflammation persists, the higher is the risk of associated carcinogenesis. Our interest is to synthesis new, potent and safer anticancer agents. The functionalized tetrahydropyridine (THP) ring systems are widely found in biologically active natural products and pharmaceuticals. The pharmacological activities of the THP derivatives depended greatly on the position and nature of the substitutions on the THP ring structure. 2-Substituted benzimidazole derivatives have been found to possess anti-inflammatory, antihistaminic, antimicrobial, anticancer, and cycloxygenase inhibiting activities. It is believed that synthesizing new compounds that contain both the pharmacophores of THP and benzimidazole could have the potential of becoming effective anticancer agents. 6-Methyl-2-(pyridin-4-yl)-1H-benzo[d]imidazole was obtained by the reaction of isonicotinc acid, 4-methyl benzene-1,2-diamine and polyphosphoric acid, which were stirred in an oil bath at 180oC for 2h. Mesitylene sulfonyl chloride was added with stirring to a solution of ethylacetohydroxymate and triethylamine in dimethylformamide at 0o C. Hydrolysis of this compound with the mixture of p-dioxane and 70% perchloric acid for 45 min gave a white solid of MSH. The MSH reacted with 6-methyl-2-(pyridin-4-yl)-1H-benzo[d]imidazole to give 1-amino-4-(6-methyl-1H-benzo[d]- imidazol-2-yl) pyridinium mesitylenesulfonate, which further reacted with different substituted benzoyl chlorides/benzenesulfonyl chlorides in 10% NaOH solution to gave stable benzoyl/benzenesulfonyl imino ylides. These ylides were reduced using sodium borohydride in absolute ethanol and gave the target compounds, substituted N-(4-(6-methyl-1H-benzo[d]imidazol-2-yl)-5,6-dihydropyridin-1(2H)-yl)benzamide/benzenesulfonamides. The cytotoxic effects of these substituted THP derivatives were determined using the MCF-7 estrogen receptor positive breast cancer cells, MDA-MB-231 estrogen receptor negative breast cancer cells, and Ishikawa cells, using the CellTiter-Glo (CTG) luminescent cell viability assay. Two target molecules exhibited strong cytotoxicity activities with significant IC50 values on MCF-7, Ishikawa and MDA-MB-231 cell lines. This research was supported by the NIH/RCMI Grant G12RR03020 and Pharmaceutical Research Center NIH/NCRR Grant 1 C06 RR12512-01. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 102nd Annual Meeting of the American Association for Cancer Research; 2011 Apr 2-6; Orlando, FL. Philadelphia (PA): AACR; Cancer Res 2011;71(8 Suppl):Abstract nr 3263. doi:10.1158/1538-7445.AM2011-3263