Regulation of breast cancer growth by estrogen is mediated by estrogen receptors (ER) in nuclear and extranuclear compartments. We assessed the structure and functions of extranuclear ER that initiate downstream signaling to the nucleus. ER, including full-length 66-kDa ER and a 46-kDa ER splice variant, are enriched in lipid rafts from MCF-7 cells with (MCF-7/HER-2) or without (MCF-7/PAR) HER-2 gene overexpression and co-localize with HER-1 and HER-2 growth factor receptors, as well as with lipid raft marker flotillin-2. In contrast, ER-negative MCF-7 cells do not express nuclear or lipid raft ER. ER knockdown with siRNA also elicits a marked loss of ER in MCF-7 cell rafts. In MCF-7/PAR cells, estrogen enhances ER association with membrane rafts and induces rapid phosphorylation of nuclear receptor coactivator AIB1, actions not detected in ER-negative cells. Thus, nuclear and lipid raft ER derive from the same transcript, and extranuclear ER co-localizes with HER receptors in membrane signaling domains that modulate downstream nuclear events leading to cell growth.