In this paper, tumor growth was studied using oncogenic and kinetic analysis. In verrucous carcinoma (VC, n=22), squamous papilloma (SP, n=18), and hyperkeratotic lesion (HK, n=12), cellular proliferative potentials were evaluated and compared. Co-expression of histone H3 mRNA and p53 protein was not found in HK. In 6 cases (33.3%) of SP, co-expression was detected within the basal and parabasal layers. However, in 17 cases (77.2%) of VC, co-expression of histone H3 mRNA and p53 protein was found extensively from basal to spinous layers. Cyclin D1 was detected in 5 cases (41.7%) of HK and in 14 cases (77.8%) of SP at parabasal layer. While in 20 cases (90.9%) of VC, cyclin D1 was detected from basal to spinous layers, and positive (2+ and 3+) cases (45.4%) increased. Cyclin B1 was detected in 9 cases (75.0%) of HK and in 16 cases (88.9%) of SP at basal or parabasal layer, and in all 22 cases of VC from basal to spinous layers, and positive (2+ and 3+) cases (68.1%) increased. In the intra-cellular distribution of cyclin B1, there were many cases of cytoplasmic types (66.7%) in HK, of cytoplasmic dominant types (50.0%) in SP, and of cytoplasmic dominant types (72.7%) in VC. There were also some cases of nuclear dominant types (27.3%) in VC. The present study suggests that increase of p53 protein, increase of cell proliferation, wide epithelial distribution of cyclins D1 and B1, and increase of positive cells in the nucleus with cyclin B1 were indicators of malignant potential.