In this paper, we present a mathematical model predicting the fraction of proliferating cells in G1, S, and G2/M phases of the cell cycle as a function of EGFR and HER2. We show that it is possible to find parameters for the mathematical model so that its predictions agree with the experimental observations that HER2 over-expression results in: (1) a shorter G1-phase and early S-phase entry; (2) and that with a 1-to-1 ration between EGFR and HER2, the growth advantage in HER2 over-expressing cells is indeed associated with the increase of the HER2 expression level.