Aim: To study the expression of p53, PCNA & CD34 and differentiate the proliferative activity and angiogenesis of Warthin's tumor & different types of adenoid cystic carcinoma. Methods: Hematoxylin and Eosin (H&E) and immunohistochemical staining techniques were used to detect p53, PCNA & CD34 proteins in 20 cases of Warthin's tumor & different types of adenoid cystic carcinoma (solid, tubular & cribriform pattern). Evaluation of immunostaining was done using computer image analyzer system & all data were statistically analyzed. Results: There was a statistically significant difference (P<0.05) in means of expression of p53, PCNA & CD34 between Warthin's tumor & different types of adenoid cystic carcinoma. Conclusion: The expression of p53, PCNA & CD34 have been associated with aggressive tumor progression and thus has been implicated as a predictive and prognostic marker and could provide useful prognostic markers for proliferative activity and good prognostic indicators for recurrence rate of adenoid cystic carcinoma.