A prosthetic breast form and a method of making thereof provides for a flexible stretchable substantially round or crescent-shaped pillow-like soft pouch adapted to be filled with a desired quantity of granular material to simulate shape and volume of a natural human breast. The pouch has an opening formed in a seam and a pair of closure members is fitted inside the opening. When the closure members are closed they form a visual continuation of the seam of the pouch. The method provides for the user to fill the pouch with the desired quantity of the filler material suitable for a particular lingerie item or garment. In the preferred embodiment, the granular filler comprises waterproof non-spherical beads.