In order to develop potent inhibitors of matrix metalloproteinase-2(MMP-2) as anticancer agents, a three-dimensional quantitative structure–activity relationship (3D-QSAR) model was established by using comparative molecular field analysis (CoMFA) and comparative molecular similarity indices analysis (CoMSIA) methods. This study correlates the MMP-2 inhibitory activities of 67 pyrrolidine derivatives to steric, electrostatic, hydrophobic, and hydrogen-bond donor and acceptor fields. After using two different molecular alignments, both CoMFA and CoMSIA models resulted in good statistical predictions, a case in point being their high q 2 values of between 0.757 and 0.843. The CoMFA and CoMSIA models established herein will be helpful in understanding the structure–activity relationship of pyrrolidine derivatives as well as in the design of novel derivatives with enhanced MMP-2 inhibitory activity.