Breast cancer is the most common site-specific cancer and is the second cause of mortality due to cancer in women. There are different prognostic factors including: axillary nodal status and tumor size (the most important factor), ER activity, PR, tumor grade and the type of histology. Other incompletely defined risk factors are: protease, catepstin, Her-2, etc. Her-2 is subtype 2 of EGF (Epidermal Growth Factor) receptor which may be presented in 10-34% of tumoral cells and is assumed to be a poor prognostic factor (probably because of high-power invasion of Her-2(+) tumors). The purpose of this study was to determine the correlation between Her-2 and invasion to axillary lymph nodes. For this purpose, all breast cancers operated between 2001-2003 in Imam Khomeini Cancer Institute were evaluated for size, age, menstrual status, ER, PR, P53,Her-2 and axillary lymph node status. Of 134 patients, 50 cases (37.3%) were T1 (Size<2cm), 62 cases (46.3%) T2 (Size=2-5cm), 18 cases (13.4%) T3 (Size>5cm) and 4 cases (3%) T4 (any size with skin or chest wall involvement). All T3 and T4 cases had axillary lymph node involvement. Thus, there was no correlation between Her-2 and lymph node status. In T1, of 32 Her-2(+) patients, 21(67.7%) were LN+ (Lymph-node positive) and 11(32.3%) patients were LN-(Lymph-node negative) and of 18 Her-2(-) patients, 3(16.3%) were LN+ and 15(83.7%) were LN-. In T2, of 37 Her-2(+) patients, 29(78.3%) were LN+ and 8(21.7%) were LN- and of 25 Her-2(-) patients, 7(28%) were LN+ and 18(72%) were LN-. T1 and T2 tumors had direct correlation between Her-2 and lymph node involvement, (Pv<0.05), and this correlation was independent of age, ER, PR, P53, histology and menstrual status.