Colonic tumors arise from perturbations of the homeostasis among cell proliferation and apoptosis. Cocoa and chocolate products have among the highest concentrations of polyphenols and an increasing body of epidemiologic evidence supports that polyphenol‐rich diets promote health and attenuate or delay the onset of various diseases, including colon cancer. We determined whether dark chocolate protects against colon cancer by favorable alteration of cell kinetics (cell proliferation and apoptosis). Forty eight male Spague Dawley rats were assigned to receive diets containing control (no chocolate), regular or bloomed dark chocolate (10% of diet) and injected with saline or azoxymethane (2 times at wk 3 and 4). Cell proliferation and apoptosis were determined using Ki‐67 antibody and TUNEL assay, respectively. Carcinogen treatment increased proliferation index (P=0.003) and expanded proliferation zone (P=0.007). Dark chocolate diets, regardless regular or bloomed, lowered proliferation index (P=0.001) especially in lower 1/3 of colonic crypt (P<0.001) compared to control. Apoptosis was not significantly different among diets. These results suggest that cell proliferation was one of the key responses to carcinogen as a function of diet. Dark chocolate reduces risk of colon cancer by inhibiting cell proliferation rather than alteration of apoptosis. Supported by CHNR08‐810 and SDSU NUTR 302L class.