Two new compounds, penicillone A (1) and penicillactam (2), were isolated together with 17 known compounds from a marine-derived fungus Penicillium sp. F11. The structures of the new compounds as well as a firstly literatural reported known compound (3) were assigned by spectroscopic methods including 1D/2D NMR and MS analysis techniques. Their cytotoxicities against HT1080, Cne2, and Bel7402 cell lines were also evaluated.