We studied 29 cases of basal cell carcinoma of the prostate including what others call adenoid cystic carcinoma of the prostate. Patients' age ranged from 42 to 89 (mean 69) years. The most common methods of diagnosis was transurethral resection (TURP) (n=29) and needle biopsy (n=9). In 28/29 cases, slides were reviewed and 24 (86%) cases showed more than 1 pattern: adenoid cysticlike (AC-P) pattern and small solid nests with peripheral palisading were the most predominant patterns, each seen in 18 cases (64%). Other patterns included: basal cell hyperplasialike in 9 cases (32%); small tubules occasionally lined by a hyaline rim in 9 cases (32%), with 4 of these cases also demonstrating intermingling cords of cells; and large solid nests in 8 cases (28.5%), 5 of which had central necrosis. Fourteen cases of small nests and tubules were centrally lined by eosinophilic cells. Desmoplasia was noted in 20 (71%) cases. Infiltration around benign glands was seen in 10 (36%) cases, with predominantly small nests and AC-P. Invasion of thick muscle bundles of the bladder neck was seen in 10 of 21 TURP cases. Perineural invasion was noted in 3 cases with AC-P and 1 case of small basaloid nests. Perineural and vascular invasion was seen in 2 basal cell carcinomas with large basaloid nests. Mitoses ranged from 0 to 60/10 hpf (mean=4). bcl2 was diffusely positive in 22/24 (92%) cases. Ki67 ranged from 2% to 80% (mean=23%). Ki67 ≥20% was seen in 13 (56.5%) cases, including all patterns except small solid nests. Basal cell markers (HMWCK, p63) either: (1) highlighted multiple layers of cells in 15/25 (60%) cases with sparing of the inner most luminal layer; (2) labeled just the outermost layers in 6/25 (24%) cases; or (3) reacted with only a few scattered cells in 4/25 (16%) cases (3 with large solid nests with central necrosis, 1 with tubules and cords). Seven patients had RP with: 5/7 showing extraprostatic extension with 1/5 also showing seminal vesicle involvement and 2/5 also with a positive margin; 1/7 having organ confined disease; and 1/7 showing no residual disease. An additional 11 cases showed extraprostatic extension on TURP with bladder neck invasion (n=10) or periprostatic adipose tissue invasion (n=1). Of 29 (65.5%) cases, 19 had follow-up > 1year with a mean of 4.3 years (1 to 19 y). Of 19 (77%) cases, 14 had no evidence of disease after 1 to 19 (mean 5.8) years. Of 19 patients, 4 locally recurred with 2 after TURP, 1 after enucleation, and 1 after RP. Metastases developed in 4/29 patients: 1 in lung, 1 in lung and liver, 1 in lung, bone and liver, 1 in penile urethra. Basal cell carcinomas are rare tumors with a broad morphologic spectrum. These tumors predominantly show an indolent course with local infiltrative behavior. A small subset behaves aggressively with local recurrences and distant metastases. The most common morphology among those with an aggressive behavior is large solid nests more often with central necrosis, high Ki67%, and less staining with basal cell markers.