MR spectroscopy of the breast is a recently described noninvasive method that has shown promising results in differentiating benign from malignant lesions. High levels of composite choline are likely to be found in malignant lesions. Low choline levels expected in benign lesions and normal breast tissues in our study we aim to correlate the total choline peak in MR Spectroscopy with histo-pathological grading of breast carcinoma. Proton MRS has been shown to characterize breast tissues because of the ability to detect the resonances arising from the tri-methylammonium head groups of the total pool of water-soluble choline-containing metabolites. choline containing metabolites at t 3.2 ppm. Our study included 20 patients with 20 breast lesions, Results of the MR spectroscopy is ranging from 0.4 to o.5 in 2 cases of grade I carcinoma with a mean 0.45 while it is ranging from 0.1 to 1.2 in 14 cases of grade II carcinoma with a mean 0.572 also it ranges from 0.6 to 1.4 in 6 cases of grade III carcinoma with a mean of 1.017, P value less than 0.05 between grade II and grade III while P value >0.05 between grade I and grade II , Suggested cut off value is assumed when choline value reaches 0.775.Above this value grade III is highly suggested below it grade I and II is highly suggested ,Sensitivity at this level = 83.3%., Specificity at this level = 85.7%. So, it was concluded that the results of choline peak are strongly correlating with the level of Ki67, the higher the choline the higher the Ki67 the more aggressiveness is the tumor