Postatrophic hyperplasia is a histologic pattern showing atrophic and hyperplastic glands, sometimes with a small acinar configuration. Because distinction from small acinar carcinoma may be challenging, particularly in needle biopsy specimens, we studied 56 needle biopsy specimens containing 68 foci to ascertain the morphologic spectrum of postatrophic hyperplasia. All foci showed a distinct lobular small acinar proliferation with varying proportions of atrophic and hyperplastic glands. Gland size was typically variable, predominantly of small caliber but occasionally of intermediate to larger caliber. Round, oval, elongated, slitlike and stellate glands were seen. The nuclei were generally regular without hyperchromasia, with rare small nucleoli seen in 10 (15%) foci. The cytoplasm was variable, ranging from scant in atrophic glands to moderate or abundant and clear or occasionally eosinophilic in hyperplastic glands. An irregular internal gland contour was noted in glands with features of both atrophy and hyperplasia. Basal cells were apparent by light microscopy in most foci, although their distribution within foci and between foci varied. This finding was confirmed in all 26 cases studied with the high molecular weight cytokeratin immunohistochemical stain (34betaE12). Associated pathology included adenocarcinoma (12%), high-grade prostatic intraepithelial neoplasia (3%), atrophy distinct from foci of postatrophic hyperplasia (55%), and atypical adenomatous hyperplasia (2%). Adjunctive features of cancer were not seen in any of the foci of postatrophic hyperplasia. Familiarity with the histologic features of postatrophic hyperplasia will allow its confident separation from cancer, especially in limited biopsy material.