Aim: to study the role of CD34 and c-myc oncoproteins in early and late phases of hepatocarcinogenesis and to determine the prognostic effect of intratumor microvessel density (by examining CD34 level) and c-myc protein levels in specimens of hepatocellular carcinomas (HCC) and hepatic dysplastic nodules. Methods: We immunohistochemically stained 50 specimens of HCC and 10 specimens of hepatic dysplastic nodules with antibodies against CD34 (as a marker of sinusoidal capillarization), and c-myc. HCC were graded and staged. Also dysplastic nodules were graded. Results: The expression of c-myc and CD34 increased progressively from normal liver to dysplastic nodules to HCC (P<0.05). The results showed also a highly significant relationship between c-myc expression on one side and the tumor grade and stage of HCC on the other (P<0.05).The results showed also a highly significant relationship between CD34 expression score on one side and grade of HCC and stage on the other (P<0.05). Conclusion: C-myc and CD34 up-regulation contributes to hepatocellular carcinogenesis as well as HCC progression.