The identification of genes involved in the process of neoplastic transformation is essential for analyzing the progression of breast cancer when induced by endogenous and exogenous agents, among which are the estrogens and the organophosphorous pesticides, respectively. It is important to consider the impact of such substances when they are present in combination. In vitro experimental models are needed in order to understand breast carcinogenesis. The aim of this work was to examine the effect of 17beta estradiol (estrogen) combined with either malathion or parathion on the transformation of human breast epithelial cells in vitro. Results showed that estrogen combined with either malathion or parathion altered cell proliferation and induced cell transformation as well as exhibited significant invasive capabilities as compared to the control MCF-10F cell line. Several genes were up-regulated by the effect of all of the treatments, such as the cyclins, cyclin D1 and cyclin-dependent kinase 4, IGFBP3 and IGFBP5, and keratin 18. The c-Ha-ras oncogene was up-regulated by the effect of malathion alone and with the combination of estrogen and either malathion or parathion. The DVL1 gene was up-regulated only with malathion alone and the combination of parathion with estrogen. Expression of the HSP 27, MCM2 and TP53 inducible protein 3 genes was up-regulated with malathion alone and with the combination of estrogen and either malathion or parathion while TP53 (Li-Fraumeni syndrome) was up-regulated by estrogen alone and malathion alone. Thus, we suggest that pesticides and estrogens affect human breast cells inducing molecular changes indicative of transformation.