Partial atrophy is perhaps the most challenging benign mimic of prostate cancer encountered in needle biopsies. In contrast to simple atrophy which usually appears basophilic due to scant cytoplasm, partial atrophy consists of closely-packed glands with pale appearance resembling low-grade cancer. The glands in partial atrophy may be arranged in a lobulated pattern or may be more disorganized. In this image, some of the larger glands are completely atrophic and lined by flattened epithelium. The smaller glands with round lumens and pale cytoplasm resemble low-grade prostate cancer; however, they share cytoplasmic and nuclear features with their obviously benign neighbors.