Fibroepithelial lesions of the breast are neoplasms composed of epithelial and stromal elements. The ubiquitous fibroadenoma shows intracanalicular and pericanalicular growth patterns, along with other histologic changes. The subtypes of fibroadenoma include cellular, complex, juvenile, myxoid. The rare phyllodes tumour shows an exaggerated intracanalicular growth pattern and comprises benign, borderline and malignant forms, based on histologic parameters of stromal hypercellularity, atypia, mitoses, overgrowth and tumor borders. Differential diagnostic dilemmas occur for the various grades of phyllodes tumors. This 2 part review discusses both fibroadenoma and phyllodes tumor, their differential diagnoses, with an update on molecular information.