The estrogen receptor alpha (ERa) signaling plays an essential role in breast cancer progression and endocrine therapy. Mitogen-activated protein kinase (MAPK/ Erk1/2) has been implicated in ligand-independent activation of ER, resulting in the cross-talk between growth factor and ER mediated signaling. In this study, we examined the e ect of the cross-talk on estradiol (E 2 )-mediated signaling, tumor growth and its e ect on anti-estrogen therapy. Our ®ndings demonstrate that expression of constitutively activated mitogen activated kinase kinase (MEK1), an immediate upstream activator of MAPK in estrogen receptor positive MCF-7 breast cancer cells (MEK/MCF-7), showed an increase in ERadriven transcriptional activation. In MEK/MCF-7 cells maximal transactivation levels were achieved in response to treatment with much lower E 2 concentrations (10 710 M E 2 ) when compared to MCF-7 control cells (10 78 M E 2 ). Furthermore, we have seen an increased association between ERa and its nuclear coactivators AIB1 or TIF-2, in MEK/MCF-7 cells relative to those seen in MCF-7 control cells. In addition, in vivo studies show that MEK/ MCF-7 cell tumors are *threefold larger than those of MCF-7 cell, in the presence of E 2 . Immunohistochemical staining demonstrates that progesterone receptor (PR) and pS2, two E 2 -regulated gene products, are signi®-cantly increased in MEK/MCF-7 cell tumors compared to those of MCF-7 control tumors, suggesting that activation of ERa by MAPK enhances the expression of E 2 -regulated genes and accelerates tumor growth. Remarkably, the antiestrogens tamoxifen and ICI 182,780, were shown both in vitro and in vivo studies to e ciently antagonize the stimulatory e ects of E 2 on ER regulated transactivation and tumor growth in MEK/ MCF-7 as well as MCF-7 cell lines. Taken together, these data suggest that MAPK/ER cross-talk enhances ERa-mediated signaling and accelerates E 2 -dependent tumor growth without diminishing sensitivity to the inhibitory e ects of anti-estrogens.