Background: Apocrine carcinoma is rare and often occurs in the axilla. This is the second apocrine carcinoma arising in bilateral axillae with associated apocrine hyperplasia to be reported. Aims/Methods: Because benign apocrine tumours may be precursors of cancer, this case was investigated immunohistochemically and histologically, and a literature (English and Japanese) review undertaken of cases with coexistent malignant and benign apocrine tumours in the axilla to elucidate the relation between apocrine carcinoma and benign apocrine tumours. Results: Only four cases of axillary apocrine carcinoma with benign apocrine tumours were identified in the literature. In each case, benign apocrine hyperplasia was situated within and surrounding the adenocarcinomatous nests. Staining for epithelial membrane antigen revealed three patterns: (1) poorly differentiated tumour cells showing strong cytoplasmic staining; (2) combined luminal surface and cytoplasmic staining of glandular cells; and (3) a strongly positive lineal staining pattern at the luminal membrane surface, comprising one or two apocrine hyperplastic secretory cells. The basal lesions of apocrine hyperplasia were strongly positive for a smooth muscle actin, whereas the periphery of adenomatous lesions showed weaker positive staining, even though the periphery of adenocarcinomatous lesions was negative. Conclusions: All five apocrine carcinomas with benign apocrine tumours occurred in elderly Japanese men who had bilateral benign apocrine tumours even if affected by unilateral axillary apocrine carcinoma. The immunohistochemical results support the notion that apocrine hyperplasia is a precursor of cancer and that apocrine carcinoma, adenoma, and hyperplasia may be successive steps in the linear progression to carcinoma.A pocrine carcinoma comprises a group of rare primary cutaneous adenocarcinomas, which show features of apocrine differentiation and most frequently arise in regions of high apocrine gland density-particularly in the axilla.1 2 Rarely, they also arise in the Moll's glands of the eyelids. Apocrine neoplasms occasionally cause diagnostic problems clinically and pathologically, because it is difficult to make a pathological distinction between benign and malignant apocrine neoplasms.3 4 Most apocrine carcinomas exist for less than one year before diagnosis. In addition, slow growing lesions can be present as painless, solitary, or multiple, solid to cystic masses, ranging in size from 1 to over 5 cm. These lesions tend to vary in colour from red to purple, and show ulceration of the overlying skin. The tumours are initially locally invasive, and systemic dissemination is often associated with regional lymph node metastases. Wide, local excision is the standard treatment for such lesions, and although apocrine carcinoma responds poorly to chemotherapy, adjuvant radiotherapy may be used in cases with advanced local or regional lesions.''Apocrine carcinoma comprises a group of rare primary cutaneous adenocarcinomas, which show features of apocrin...