This report describes two cases, each showing fibroepithelial proliferation, admixed with intraduct papillomas. Case 1 was from a 13-year-old female who presented with a breast mass, while case 2 was from a 60-year-old female who also had a breast lump. Case 1 showed proliferative breast disease with multiple small papillomas, some with leaf-like contours. Broad-based parenchymal proliferations protruding into ducts were also seen, and there were overlap features between the two ends of this spectrum. Case 2, similarly, demonstrated a mixed intraductal proliferation, with papillomas on narrow stalks together with low-grade phyllode areas extending into ducts from a wider base. That fibroadenoma and intraduct papilloma may have a common pathogenesis is discussed.