Lumps in the breast are common especially in women of reproductive age, majority of these lumps which mimic or are suspected to be breast cancers clinically and radiologically are later found to be benign breast diseases histologically. This study therefore aims to determine the prevalence of benign breast diseases in this environment and describe the spectrum of histopathologic pattern of Benign Breast Diseases that is seen in Port Harcourt. A review of benign surgical breast specimen from the university of Port Harcourt teaching hospital was done. A total of 2002 breast specimens were diagnosed as benign between January 2007 and December 2011. 397 paraffin blocks were suitable for this study. No lesions from male patients or congenital lesions were observed in this study. 117 of these lesions (29.5%) were non proliferative breast lesions, 275 (69.3%) were proliferative breast lesions without atypia, and 5 (1.2%) were proliferative breast lesions with atypia. The commonest non proliferative lesion was fibrocystic change while the commonest proliferative lesion was fibroadenoma. The proliferative lesion with atypia was atypical ductal hyperplasia.