We examined 11 cases of carcinoma arising from Barrett's esophagus consisting of two adenocarcinomas in situ (ACIS), two intramucosal adenocarcinomas, and seven overt invasive adenocarcinomas, and measured overexpression of p53 (implying a mutation of the p53 gene), ERBB2, and EGFR by immunohistochemistry, and measured gene amplification of ERBB2 and EGFR by fluorescence in situ hybridization (FISH).In all the cases of ACIS and the intramucosal adenocarcinomas, almost all cancer cells overexpressed p53, however the populations overexpressing of ERBB2 and EGFR varied in different cases: in one ACIS ERBB2 was coexpressed in all the cancer cells, in the other ACIS and the one intramucosal adenocarcinoma, ERBB2 was overexpressed in about 50% and only 10% of the p53-positive cells respectively, and EGFR was co-expressed in 50% in the other intramucosal adenocarcinoma. Protein overexpression of ERBB2 or EGFR corresponded to the amplification of their respective genes on a cell by cell basis. These gene amplifications, however, were not found in the seven invasive adenocarcinomas. Thus we speculate that the gene amplification occurred late in dysplasia-carcinoma sequence probably after the mutation of p53. Furthermore, new clonal expansion accompanied by tumor invasion might have extinguished the originally amplified genes in these tumors.