Most of the actions of estrogens on the normal and abnormal mammary cells are mediated via estrogen receptors (ERs), including control of cell proliferation; however, there are also alternative pathways of estrogen action not involving ERs. Estrogens control several genes and proteins that induce the cells to enter the cell cycle (protooncogenes, growth factors); estrogens also act on proteins directly involved in the control of the cell cycle (cyclins), and moreover, estrogens stimulate the response of negative cell cycle regulators (p53, BRCA1). The next challenge for researchers is elucidating the integration of the interrelationships of the complex pathways involved in the control of cell proliferation. This brief review focuses on the mechanisms of estrogen action to control cell proliferation and the clinical implications in breast cancer. (Trends Endocrinol Metab 1997;8:313-321). (c) 1997, Elsevier Science Inc.