Breast an organ which is constantly under the influence of sex hormones, is one of the frequent site of neoplasm in the human body. Benign breast diseases comprise a heterogeneous group of lesions that present with varying symptoms or detected incidentally. Aims: To evaluate histopathological features of benign breast diseases and proliferative lesions having potential to progress to malignancy. Materials & Methods: All lumpectomy and trucut biopsy specimens referred to the Central Diagnostic Laboratory of the Pathology Department at a tertiary care hospital for histopathological evaluation were enrolled in the study. This was a four year study which included two year retrospective and two year prospective study. H & E sections were studied, special stains and IHC was made use of wherever required. Results: A total of 100 cases were studied. The most common lesion was fibroadenoma (29%) followed by benign followed by benign proliferative breast disease (11%), Gynaecomastia (10%) and fibrocystic change (7%). The proliferative lesions were more common in age group of 40-50 years. In patients with Black Chabon Score of 3, 4 (18.75%) were at increased risk for malignancy. Conclusion: Breast tissue forms one of the major specimens received for histopathological examination. It is thus recommended that all women above the age group of 40 years presenting with a palpable breast lump or a suspicious non-palpable abnormality on screening mammogram to have their lump excised even though the lump is suspected to be benign.