Phenolic compounds found in a wide variety of plant foods, which had preventative or reduction role in development and spread of cancers. Thus, the consumption of high levels of plant-derived foods rich in phenolic compounds lead to lower the incidence rates of various cancers. Flaxseed is one of the foods that has large amount of lignans. Millet is an excellent source of bioactive substances and polyphenols, which can scavenge free radicals. This study seeks to determine the effect of substitution of wheat flour with flaxseeds (FF) and millet (MF) flours on the bread quality. Wheat flour was substituted with [10/30 (T₁), 20/20 (T₂) and 30/10 (T₃)] FF/MF. Chemical composition, total phenolic content, rheological properties, alkaline water retention capacity (AWRC), staling rate and sensory evaluation were evaluated. The results showed that as the FF proportion increased and MF decreased, the protein, ash, fat, fiber, calorie value and phenolic content were improved. The lowest AWRC and staling rate was recorded with T3 sample followed by T₁ sample, where the highest value was logged with T₂ sample. Higher stability time, resistance to extension and extensibility were found with T₁ sample followed by T₂ and T3 samples. The overall acceptability value of the prepared flat bread samples was the same for both T₁ and T₂ samples followed by T₃ samples with scores close to each other. The incorporation of flaxseeds and millet flours improved the total phenolic content of the prepared bread with good rheological and sensory properties.