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This prospective study was conducted to determine predictors of epidermal thickening during and after whole-breast radiation therapy (XRT) using objective measurements acquired with ultrasound.After breast-conserving surgery, 70 women received a definitive course of whole-breast XRT (50 Gy plus boost). Prior to XRT, at week 6 of XRT, and 6 weeks after XRT, patients underwent objective ultrasound measurements of epidermal thickness over the lumpectomy cavity and all 4 quadrants of the treated breast. A skin thickness ratio (STRA) was then generated normalizing for corresponding measurements taken of the untreated breast.Baseline measurements indicated that 87% of patients had skin thickening in the treated versus untreated breast (mean increase, 27%; SD, 0.29) prior to XRT. The STRA increased significantly by week 6 of XRT (mean, 25%; SD, 0.46) and continued to increase significantly 6 weeks after XRT (mean, 33%; SD, 0.46) above baseline measurements (P.001 for both time points). On multivariate analysis, breast volume (P=.003) and surgical evaluation of the axilla with full lymph node dissection (P.05) predicted for more severe changes in the STRA 6 weeks after XRT compared with baseline. STRA measurements correlated with physician ratings of skin toxicity according to Radiation Therapy Oncology Group grading criteria.This is one of the first studies to objectively document that lymph node surgery affects XRT-induced skin thickening in patients with breast cancer. Surgical evaluation of the axilla with complete lymph node dissection was associated with the most severe XRT-induced skin changes after XRT completion. These results may inform future studies aimed at minimizing side effects of XRT and surgery, particularly when surgical lymph node assessments may not alter breast cancer management or outcome.