Approximately 80%, of the two million American women living with breast cancer, are beyond the age of menopause. Existing biomedical research about the risks and benefits of estrogen supplementation during and after menopause are not readily transferable to menopausal women with a personal history of breast cancer. Currently, perimenopausal and postmenopausal women living with breast cancer do not have the option of choosing estrogen for the alleviation of menopausal discomforts or the prevention of cardiovascular disease and osteoporosis. Prior breast cancer and menopause research suggests that worrisome somatic discomforts related to either experience can influence overall quality of life and well-being. The combination of these two life events, menopause and breast cancer, creates unique concerns about mid-life health promotion and health protection. Since the experience of menopause following breast cancer has not to date been the focus of systematic inquiry, the proposed grounded theory investigation seeks to develop knowledge and increase understanding about the process by which women come to understand and manage the experience of menopause following breast cancer. Further understanding of this process affords nurses the opportunity to identify areas amenable to nursing intervention designed to improve overall quality of life.