Background: Lymphomagenesis involves poorly understood alterations in the proapoptotic and prosurvival molecules. In the Upper Egypt, the clinicopathologic and genetic characteristics (p53 and Bcl-2) of the lymphoproliferative lesions (reactive hyperplasia, RH; Non-Hodgkin's lymphoma, NHL and Hodgkin's disease, HD) is unknown.Objectives: To examine the lymphoproliferative lesions for: (1) their clinicopathologic features, (2) the p53, and Bcl-2 protein expression and (3) the correlation between the clinicopathologic features and the genetic alterations.Methods: p53 and Bcl-2 protein expression was immunohistochemically evaluated in 68 lesions including 47 NHL, 10 HD, and 11 RH. The average weighted scores reflecting staining intensity and the percentage of positive cells were calculated.Results: Clinically: 1) the mean age incidence gradually increased from HD to RH to NHL (16.1 ± 5.9, 36.6 ± 7.45 and 46.74 ± 3.2, p = 0.001) and 2) NHL and RH showed slight female (1.1:1) and male (1.2:1) sex predilection, respectively. Also, HD has male (2.3:1) sex predilection. The bcl-2 average weighted scores showed gradual downregulation with the transition from low to intermediate to high grade NHL (9.50 ± 1.12 > 6.67 ± 0.70 > 6.28 ± 0.83, p = 0.041). Alternatively, the p53 average weighted scores showed gradual upregulation with the transition from low to intermediate to high grade NHL (0.40 ± 0.22 < 1.72 ± 0.35 < 2.15 ± 0.52, p = 0.023). There was a negative correlation between bcl-2 and p53 protein expression in NHL (r = -0.221, p = 0.165). In HD, Reed-Sternberg cells and their variants showed positive and negative reactivity for Bcl-2 and p53 protein expression, respectively.Conclusions: In the Upper Egypt: (1) lymphoproliferative lesions had some peculiar clinicopathologic features and (2) Bcl-2 and p53 proteins are altered in the lymphoproliferative lesions.