Background: Benign breast diseaseis animportantrisk factor for a later breast cancer, which can develop in either breast. It includes  a spectrum of histologic entities,  usually subdivided into non-proliferative  lesions,  proliferative lesions  without atypia,  and atypical hyperplasia, with an increased risk of breast cancer associated with proliferative or atypical lesions. Aim:  To estimate  the prevalence of benign proliferative breast lumps that carry a risk of developing breast cancer in Sohag governorate. Patients  and  methods:   This prospective  study included  416  female patients presented  to Breast Clinic  with clinically  palpable  benign  breast lump(s)  at Sohag  University  Hospital; only 390 of them were enrolled in the study. All patients were subjected to thorough clinical examination,   sana-mammography  and  fine  needle  aspiration  cytology.  Those  who  were pregnant or proved to be malignant were excluded. Data including use of contraceptives, Parity, menarche,  menopausal  status,  family history  of breast cancer  were collected  prospectively using a pre-test questionnaire in a  face to  face interview.  All biopsies taken  form the excised lumps were examined by three pathologists  with experience in breast diseases. Results:  Of 416  females with clinically benign breast lump(s),  only 390 were recruited in the study. The prevalence  of BPBD was 78/390 (20%)while non BPBD  was 312/390  {80%). BPBD  with atypia was 24/390  (6.1%),  while BPBD  without atypia was 54/390 (13.8%).The commonest  breast lesions  were fibroadenoma,  fibrocystic disease and duct ectasia (54.1%), (25 6%) and (5.6%) respectively. Conclusion: Benign proliferative breast lumps are common among premenopausal  women in Sohaggovernorateand  a significant proportion ofBPBD had atypical proliferation