Estrogen plays important roles in the development and progression of breast cancer. However, one-third of breast cancers fail to respond to endocrine therapy and most endocrine-responsive breast cancers subsequently become resistant to endocrine therapy. A tremendous effort has been made to elucidate the mechanisms responsible for the development of endocrine-resistance in breast cancer. Since the main target molecule of estrogen in breast cancer is estrogen receptor (ER)-alpha, most studies have focused on investigating quantitative and qualitative changes in ER-alpha in endocrine-resistant breast cancer. Breast cancers expressing no ER-alpha fail to respond to endocrine therapy. Some breast cancers expressing ER-alpha also fail to respond to endocrine therapy and most breast cancers with acquired endocrine resistance retain ER-alpha expression, which suggests that the disappearance of ER-alpha in breast cancer cells is not a common cause of resistance to endocrine therapy. Recent molecular biological studies have shown evidence that qualitative and functional changes, such as gene mutations and phosphorylation of ER-alpha, cause endocrine resistance in breast cancer. In addition, it has been suggested that endocrine resistance could be induced by epigenetic changes, such as hypoxia, in breast cancer tissues. Understanding the precise mechanisms that underlie endocrine resistance may enable clinicians to develop new strategies for retarding or overcoming endocrine resistance in breast cancer.