Cancer cells acquire their hallmarks of malignancy through the accumulation of gene activation and inactivation over long periods of time. Gene expression studies offer the greatest promise for refining prognostication in breast cancer. For breast cancer, this multistep process may manifest itself as a sequence of pathologically defined stages. Dys-regulation of apoptosis overrides many of the normal checkpoint pathways and leads to expansion of neoplastic cells. We aimed to: 1. Study the expression of apoptosis related gene products bax, and bcl-xl proteins in breast carcinoma. 2. Find any possible relationship between their expression and prognostic clinical and histopathological variables. Subjects and methods: This study included 45 specimens of breast carcinoma. Patient’s age, tumor size, local aggressive changes, history of recurrence and/or presence of distant metastasis were obtained. H&E stained sections were evaluated for the presence of benign breast disease, tumor type, and tumor grade, presence of in situ component, lymphocytic infiltration, lymphovascular invasion and axillary lymph node status. Immunostaining was done to detect the expression of bax and bcl-xl. Results: Both bax and bcl-xl were expressed in benign breast disease. Bax was positive in 80% of low grade, 100% of intermediate and of high grade ductal carcinoma in situ (DCIS). Bax was positive in 83% of grade I invasive breast carcinoma (IBC), 100% grade II and III IBC. Bax expression was positively correlated to: tumor grade (p<0.05) and lymphocytic infiltration (p<0.00). Bcl-xl was positive in 80% of low grade DCIS and in 100% of intermediate and high grade DCIS. Bcl-xl protein was positive in all cases of grade I, grade II, and grade III IBC. Bcl-xl expression was positively correlated to tumor grade (p<0.02) and lymphovascular invasion (p<0.03). Positive correlation was present between bax and bcl-xl in both DCIS and IBC (p< 0.000 for each). Conclusions: Both bax and bcl-xl are indicators for poor prognosis in breast cancer being positively correlated to tumor grade, presence of prominent lymphocytic infiltration (bax and bcl-xl) and presence of lymphovascular invasion (bcl-xl).