Breast cancer is a devastating illness that affects tens of thousands of American women each year. Although no one can predict who will actually develop breast cancer, a number of risk factors have been found that allow clinicians to identify the women at highest risk. Recent research has focused on exploring options, such as chemoprevention, to prevent high-risk women from developing breast cancer. The selective estrogen receptor (ER) modulators (SERMs) were a logical choice for chemoprevention because of their well-known estrogen antagonist effects in the breast. Tamoxifen is the best studied of these agents and has been shown to reduce the incidence of all breast cancers by 38% and ER-positive tumors by 48%.(1) However, despite this large potential risk reduction, risk management with chemopreventive agents is still not routine. The primary deterrents are believed to be the significant adverse events associated with tamoxifen as well as a perceived decline in quality of life (QOL).(2-4) These concerns led researchers to consider other possible agents that would still be effective but would have fewer or more acceptable side effects than tamoxifen. Raloxifene was proposed as an alternative to tamoxifen based on its estrogen antagonist effects in the breast and its relative safety as an osteoporosis agent. In this article, we will review the trials that led to the emergence of both tamoxifen and raloxifene as chemopreventive agents and will then offer a management strategy for breast cancer prevention in the primary care setting.