Abstract Background: Women with benign breast disease (BBD) experience an increased risk of breast cancer (BC). Histologic classification of BBD, as non-proliferative disease (NP), proliferative disease without atypia (PDWA) or atypical hyperplasia (AH), stratifies groups of patients into progressively higher categories of BC risk. However, this classification does not comprehensively assess the proliferative state of the epithelium throughout the biopsy. In addition, while AH is considered the most high-risk class of BBD, it is not always a highly proliferative lesion; atypical ductal lesions may reflect focal cytologic and architectural changes. We evaluated the association of an alternative classification of BBD severity and BC risk based on subjective grading of: 1) the maximal degree of epithelial proliferation and 2) multifocality of epithelial proliferation. Methods: Pathologists reviewed biopsies from participants aged 18 to 85 years in the Mayo BBD cohort (2002-2013), masked to BC outcomes, ascertained via questionnaires, tumor registry data and medical record review. Biopsies were classified as NP, PDWA or AH and semi-quantitatively scored for: 1) maximal degree of epithelial proliferation within a focus (DP) (0-3; none to severe) and 2) multifocality of proliferation (MP) (0-3; none to multiple foci). DP and MP scores were also summed to give a DP+MP score (0-6). Associations of DP and MP with BC risk were examined using Cox proportional hazards regression analyses, adjusting for age at BBD biopsy. Women were followed from date of initial biopsy to date of BC, death or last follow-up. Results: Of the 1529 assessable biopsies, 544 (35.6%) were classified as NP, 708 (46.3%) as PDWA and 277 (18.1%) as AH. Both DP and MP scores had significant positive correlation with increasing BBD severity (DP: r=0.51, p< 0.001; MP: r=0.52, p< 0.001). Mean (SD) DP scores were 0.6 (0.6) for NP, 1.6 (0.9) for PDWA, and 1.8 (0.7) for AH (ANOVA p<0.001). Mean (SD) for MP scores were 0.6 (0.6) for NP, 1.4 (0.8) for PDWA, and 1.8 (0.8) for AH (ANOVA p<0.001). Mean (SD) for DP+MP scores were 1.2 (1.2) for NP, 2.9 (1.5) for PDWA, and 3.6 (1.2) for AH (ANOVA p<0.001). With median follow-up of 8.8 years for controls and 5.3 years for cases, 10.6% of the women in the cohort developed BC. Compared to those with DP scores of 0, women with DP scores of 3 had significantly increased BC risk (HR 1.42, 95% CI: 1.16, 1.74, p=0.003). MP was associated with a non-significant increase in BC risk for scores of 3 versus 0 (HR: 1.20, 95% CI: 0.97,1.49, p=0.11). DP+MP scores of 6 conferred the highest BC risk (HR (score 6 vs. 0): 1.62, 95% CI 1.18,2.21, p=0.02). Results did not substantively differ after adjusting for BBD severity as NP, PDWA or AH. Conclusions: In this preliminary analysis within the Mayo BBD cohort, both proliferative degree (DP) and multifocality (MP) scores were correlated with histologic severity of BBD. DP and DP+MP scores were each associated with increased BC risk. We conclude that improved characterization of epithelial proliferation in BBD biopsies may enable refined prediction of individual BC risk. Citation Format: Jodi M Carter, Matthew R Jensen, Robert A Vierkant, Stacey J Winham, Tanya L Hoskin, Marlene Frost, Karthik Ghosh, Derek C Radisky, Amy C Degnim, Mark E Sherman. Epithelial proliferation score as an independent breast cancer risk predictor in benign breast disease [abstract]. In: Proceedings of the 2020 San Antonio Breast Cancer Virtual Symposium; 2020 Dec 8-11; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2021;81(4 Suppl):Abstract nr PD10-10.