Estrogen-induced proliferation in estrogen receptor (ER)-positive breast cancer cells is primarily mediated through two distinct intracellular receptors, ER alpha and ER beta. Although tumor necrosis factor alpha (TNF alpha) and E2/ER alpha are known to exert opposing effects on cell proliferation in MCF-7 cells, the mechanism by which TNFalpha antagonizes E2/ER alpha-mediated cell proliferation is not well understood. The present study suggests that reduced cell survival in response to TNF alpha treatment in MCF-7 cells may be associated with the down-regulation of ER alpha protein. The decrease in ER alpha protein level was accompanied by an inhibition of ER alpha gene transcription. Cell viability was decreased synergistically by the combined treatment with ER alpha-siRNA and TNF alpha. Furthermore, pretreatment of cells with the PI3-kinase (PI3K)/Akt inhibitor, LY294002, markedly enhanced TNF alpha-induced down-regulation of the ER alpha protein, suggesting that the PI3K/Akt pathway might be involved in control of the ER alpha level. Moreover, down-regulation of ER alpha by TNF alpha was not inhibited in cells that were pretreated with the proteasome inhibitors, MG132 and MG152, which suggests that proteasome-dependent proteolysis does not significantly influence TNF alpha-induced down-regulation of ER alpha protein. In contrast, the effect of the PI3K/Akt inhibitor on ER alpha was blocked in cells that were treated with LY294002 in the presence of the proteasome inhibitors. Collectively, our findings show that the TNF alpha may partly regulate the growth of MCF-7 breast cancer cells through the down-regulation of ER alpha expression, which is primarily mediated by a PI3K/Akt signaling.