Background: Breast papillomas often are diagnosed with core needle biopsy (CNB). Most studies support excision for atypical papillomas, because as many as one half will be upgraded to malignancy on final pathology. The literature is less clear on the management of papillomas without atypia on CNB. Our goal was to determine factors associated with pathology upgrade on excision. Methods: Our pathology database was searched for breast papillomas diagnosed by CNB during the past 10 years. We identified 277 charts and excluded lesions associated with atypia or malignancy on CNB. Two groups were identified: papillomas that were surgically excised (group 1) and those that were not (group 2). Charts were reviewed for the subsequent diagnosis of cancer or high-risk lesions. Appropriate statistical tests were used to analyze the data. Results: A total of 193 papillomas were identified. Eightytwo lesions were excised (42%). Caucasian women were more likely to undergo excision (p = 0.03). Twelve percent of excised lesions were upgraded to malignancy. Increasing age was a predictor of upgrading, but this was not significant. Clinical presentation, lesion location, biopsy technique, and breast cancer history were not associated with pathology upgrade. Two lesions in group 2 ultimately required excision due to enlargement, and both were upgraded to malignancy. Conclusions: Twenty-four percent of papillomas diagnosed on CNB have upgraded pathology on excision-half to malignancy. All of the cancers diagnosed were stage 0 or I. For patients in whom excision was not performed, 2 of 111 papillomas were later excised and upgraded to malignancy.