Abstract: An improved brassiere construction featuring breast engaging cup portions which are adjustable in size and shape and which are each comprised of an upper and lower panel that are in engagement with one another along an arcuate line, and form the major portion of the semi-spherical cup portion. The material forming the cup panels is substantially distensible in one direction only. The construction also includes body encircling portions which are distensible in the direction encircling the wearer and there is provided a buckle and strap means for gathering and urging downwardly the innermost portion of the upper panel comprising the cup portion. The direction of maximum distensibility of the material in the upper and lower panels forming each breast cup portion changes in alignment with respect to each other along an arcuate line of engagement therebetween.