By means of various kinds of column chromatography and semi-preparative high performance liquid chromatography (SP-HPLC), thirteen compounds were obtained from the fermentation of polar region-derived fungus Geomyces pannorum (SA3-2-YM).Their structures were identified as cyclo-(L-Trp-L-Pro)（1）,cyclo-(L-Trp-L-Tyr)（2）,cyclo-(Gly-L-Trp)（3）,cyclo-(L-Trp-L-Phe)（4）,cyclo-(L-Trp-L-Ser)（5）,cyclo-(L-Tyr-L-Pro)（6）,cyclo-(L-Trp-L-Ile)（7）,cyclo-(D-Ala-D-Trp)（8）,ergosterol（9）,(22E)-5α,8α-epidioxyergosta-6,22-dien-3β-ol（10）,anicequol（11）,indazole（12）,p-hydroxybenzaldehyde（13） on the basis of NMR and MS spectroscopic data.Compounds 1-9,11-13 were isolated from the genus Geomyces for the first time.The antimicrobial activities showed that compound 9 showed weak antibacterial activities against Escherichia coli,Staphylococcus aureus and Bacillus subtilis with minimum inhibitory concentration (MIC) value of 90 μg/mL,respectively.The cytotoxic activities against four tumor cell lines of 13 compounds were evaluated by cell counting kit-8 (CCK-8) assay,compounds 1-13 showed different degrees of inhibitory activities against HeLa,HepG2,MCF-7 and SMMC-7721.Among them,the inhibition rates of cyclodipeptide compound 8 against HeLa and compound 10 containing peroxy group against SMMC-7721 were 62.28% and 68.13%,respectively.