The nuclear hormone receptor estrogen receptor ␣ (ER␣) mediates the actions of estrogens in target cells and is a master regulator of the gene expression and proliferative programs of breast cancer cells. The presence of ER␣ in breast cancer cells is crucial for the effectiveness of endocrine therapies, and its loss is a hallmark of endocrine-insensitive breast tumors. However, the molecular mechanisms underlying the regulation of the cellular levels of ER␣ are not fully understood. Our findings reveal a unique cellular pathway involving the p38 mitogen-activated protein kinase (p38MAPK)-mediated phosphorylation of ER␣ at Ser-294 that specifies its turnover by the SCF Skp2 proteasome complex. Consistently, we observed an inverse relationship between ER␣ and Skp2 or active p38MAPK in breast cancer cell lines and human tumors. ER␣ regulation by Skp2 was cell cycle stage dependent and critical for promoting the mitogenic effects of estradiol via ER␣. Interestingly, by the knockdown of Skp2 or the inhibition of p38MAPK, we restored functional ER␣ protein levels and the control of gene expression and proliferation by estrogen and antiestrogen in ER␣-negative breast cancer cells. Our findings highlight a novel pathway with therapeutic potential for restoring ER␣ and the responsiveness to endocrine therapy in some endocrine-insensitive ER␣-negative breast cancers. T he nuclear hormone receptor estrogen receptor ␣ (ER␣) is a master regulator of gene expression and the proliferative program of breast cancer cells (18,29,36,38,50,54) and, hence, is the main target of endocrine therapies. Approximately 70% of human breast tumors express ER␣ and depend on estrogens for growth, rendering these tumors amenable to treatment with drugs such as selective estrogen receptor modulators/antiestrogens (such as tamoxifen) and aromatase inhibitors, which are quite effective and have relatively few side effects. These ER␣-targeted therapies (7,27,28,40,41) have resulted in a steady decline in the rate of mortality due to breast cancer but show effectiveness only against ER-positive breast tumors, while ER-negative tumors fail to respond. The regulation of the cellular level of ER␣ is therefore key to the effectiveness of endocrine therapies in breast cancer, and an understanding of its underlying mechanism is critical for the identification of novel drug targets for the design of combinatorial therapies.ER␣ is unusual among nuclear hormone receptors in being a rapidly turning-over protein with a half-life of ca. 4 h in breast cancer cells and in normal target tissues such as the uterus (2, 16, 39), indicating dynamic regulation by modulating factors. The degradation of ER␣, and several other nuclear receptors, has been shown to be under the control of the ubiquitin (Ub) proteasome system (2, 31, 32, 48, 51), yet many important aspects of this regulation remain unclear. In view of the importance of ER␣ in many target tissues and in breast cancer biology, prognosis, and responses to endocrine treatments, we have investigated the underlyin...