Aim: HER2/neu protein has garnered a great deal of interest in the popular media. However, it has long been known among pathologists and oncologists for its potential role as a tumor and prognostic marker. This protein exists on the surface of epithelial cells and functions in the normal cell as a receptor for a cellular growth factor. Aim of the study: is to determine the association of HER-2/neu and p53 as well as hormonal receptor status with common pathologic parameters in invasive ductal carcinoma of the breast. Methods: Expression of HER-2/neu and p53 was examined by immunohistochemistry in samples of breast tissue from 50 patients with invasive ductal carcinoma and their significance for prognosis was analyzed. Results: There was a significant association between HER-2 over-expression and the accumulation of nuclear p53 (p=0.0017), the increased size of tumor (p=0.0115) as well as the high grade tumors (p=0.0001). On the other hand HER-2 over-expression showed an inverse significant association with ER (p=0.0001) and PR status (p=0.0003). Meanwhile there wasn’t any significant association of HER-2 over-expression with the number of the invaded lymph nodes, grade of tumor necrosis or the menopausal status. Conclusion: The study had indicated that Her-2/neu may be a powerful predictor of poor prognosis as it’s over-expression was strongly directly correlated with p53 nuclear accumulation, tumor size and grade and inversely correlated with hormonal receptor status of breast carcinoma. Meanwhile; no significant associated for number of invaded lymph nodes and the menopausal status.