The changes in axillary lymph nodes in mammary gland carcinoma of different histological types, metastasizing and nonmetastasizing, as well as after radiation therapy and in fibroadenomatosis were studied. The study was carried out on cryostate sections by histological and histochemical methods. Signs of activation of lymph nodes were clearly seen only in solid carcinoma, not always manifested in adenocarcinomas and scirrhous carcinomas, and undetectable in fibroadenomatosis. The quantitative determination of enzymes and nucleic acids showed differences in their activity between fibroadenomatosis and carcinomas. Proliferation processes dominated significantly over lymphocyte differentiation in carcinoma, increasing even more in metastasizing tumors. Pre-operative irradiation did not inhibit metabolism or proliferative activity of the cells.