10764 Background: To report a unique case of papilloma of the breast with metastases to the axillary lymph node. Methods: Case report and review of literature. Results: 80 year old Caucasian male presented with right gynacomastia of 3 months duration. The lesion was resected. Pathology was consistent with intraductal papilloma with hyperplasia and no evidence of malignancy. Subsequently, after 2–3 weeks a mass was noted in the right axilla. This mass was resected and was found to be consistent with papilloma of the axillary lymph node and had the pathological characteristics of the original breast papilloma. Conclusion: Solitary papillomas are generally lesions of the large ducts usually located in the subareolar region of the breast. They are among the commonest cause of spontaneous nipple discharge. After resection of the primary lesion, local recurrence is fairly common. Recurrence is especially common if hyperplasia is associated with the papilloma. There is also an increased incidence of carcinoma in the affected breast. Due to the benign nature of papillomas, they do not metastasize. We did an extensive review of literature and did not find any cases of metastatic lesions from a papilloma of the breast. The underlying reason and pathogenesis for the metastases is not known. No significant financial relationships to disclose.