Estrogen receptor function can drive cyclin D1 expression and proliferation in human breast cancer cells (MCF-7). Recent studies showing that estrogen receptor-positive epithelial cells in the human mammary gland are nonproliferative suggest that the direct mitogenic effect of estrogen on mammary epithelial cells may be acquired during breast cancer development. Because estrogen-dependent cyclin D1 expression has been linked to its mitogenicity, we characterized the ability of estrogen to regulate cyclin D1 expression in estrogen receptor-negative breast cancer cells (MDA-MB-231) and nontransformed human keratinocytes (HaCaT) stably expressing the estrogen receptor. In both cases, estrogen receptor function did not induce cyclin D1 expression. Although MCF-7 cells respond to estrogen by inducing the AP-1 family components c-Fos and c-Jun, HaCaT cells expressing estrogen receptor do not. These results may explain the lack of estrogen-dependent cyclin D1 expression and proliferation in cells ectopically expressing the estrogen receptor. Therefore, estrogen receptor function alone is not sufficient for estrogen-dependent cyclin D1 expression and proliferation. Other transcriptional cofactors that allow estrogen receptor to induce expression of AP-1 may be required for estrogen to act as a mitogen.