Fibrocystic change, fibroadenoma, and carcinoma are disturbances of breast tissue homeostasis which have in common an excessive production of cells. In normal breast, epithelial cell mitosis and apoptosis play complementary roles in normal tissue homeostasis. Fibroadenoma is a single, localized, benign neoplastic lesion and is not causally associated with generalized or diffuse breast pathology. In contrast fibrocystic change is commonly diffuse or multifocal disease of the breast, often occurring bilaterally. The fibrocystic change is referred as a wide variety of benign non-neoplastic changes of breast including, cysts, stromal fibrosis, and epithelial proliferative lesions which may occur individually or in combination .Carcinoma is a malignant neoplastic lesion of the breast ,the risk of occurrence of which is increased by a number of general factors such as increasing patient age, exposure to ionizing radiation , early menarche, late pregnancy, presence of fibrocystic change, and family background (Potten CS, Watson RJ ,et al 1988). BCL-2 (B-cell leukemia/ lymphoma -2) with its family members is considered to be regulator of apoptosis. It was isolated from a common human follicular B-cell lymphoma, where a chromosome t(14:18) (q32;q21) translocation moved the gene into juxtaposition with the immunoglobulin (IG) heavy chain transcription ,resulting in overproduction of bcl-2 mRNA and protein.(Tsujimoto and Croce, 1986).Bcl-2 functions as a cell death (programmed cell death) inhibitor in a wide range of cell types and under a variety of stimuli (Korsmeyer,1995). Immunohistochemical studies using antibodies to the bcl-2 protein have documented bcl-2 expression in several normal tissue and in neoplastic tissues including follicular and diffuse lymphoma (Tsujimoto and Croce 1986),urinary bladder carcinoma (King et al.,1996),lung cancer (Turly et al .,1993),prostatic cancer (Mc Donnel et al., 1992),breast cancer (Doglioni et al .,1994),and cholangiocarcinoma (Charlotte et al.,1994).Objective of the work: Study of expression of bcl-2 in benign and malignant epithelial lesions of the breast as a prognostic factor.