p21/waf1/cip1 and mdm-2 are downstream effectors of p53. p21 plays a major role in negatively regulating cell-cycle progression, while mdm-2 inhibits p53 effects, and its role has been implicated in oncogenesis. In this study, we investigated the expression profiles of p21, mdm-2 and p53 in human breast-carcinoma tissues. The aim was to determine whether a correlation exists between the expression profiles of these markers and tumor differentiation, ER status and prognosis. We studied tumor specimens obtained from 106 patients and found a highly significant association among low histology grade, p53 over-expression, high mdm-2 expression and lack of p21 expression. Our studies also demonstrate that, in human breast cancer, low levels of p21 and higher mdm-2 levels directly correlate with the onset of lymph-node metastases and shortened patient survival. Furthermore, the expression profiles of p21, mdm-2 and p53 were independently correlated with patient survival.