To investigate the effects of n-3 fatty acids on breast cancer, MDA-MB231 human breast cancer cells were cultured in the presence of $alpha$-linolenic (LNA), eicosapentaenoic(EPA), and docosahexaenoic acid (DHA) at a concentration of 0.5$mu extrm{g}$/ml in serum -free IMM medium. Cell growth was monitored and thiobarbituric acid reactive substances (TBARS), $alpha$-tocopherol contents, and oncogene expression were measured. To compare the effects of n-3 fatty acids with other types of fatty acid, steraic (STA), olieic(OA). linoleic acid(LA) were used. After one day , cell growth was retarded most highly when DHA was in the medium. Cellular TBARS level measured after three days of culture was the highest with DHA in the medium and was also increased by LNA and EPA, compared with STA, OA and LA. Alpha-tocoopherol contents of cells were decreased by DHA but only modestly. There was non significant difference in $alpha$-tocopherol contents in cells cultured in the presence of the other fatty acids. northern blot hybridization carried out with cells cultured during 24 hours showed that levels of erbB-2 mRNA were not altered by six different fatty acids in the medium but those of c-myc were transiently decreased in the early period by both n-6 and n-3 polyunsaturated fatty acids. The level of tumor suppressor gen p53 mRNA , however, was increased by DHA with time. It is concluded that the cytotoxicity of lipid peroxide and increased expression of tumor suppressor gene p53 are at least partly responsible for the inhibitory effect of DHA on growth of breast cancer cells.