It is well known that many of the actions of 17beta-estradiol (E2) in the central nervous system (CNS) are mediated via intracellular receptor/transcription factors that interact with steroid response elements on target genes. However, there is compelling evidence for membrane-associated steroid receptors for E2 in hypothalamic and other brain neurons. Indeed, we are just beginning to understand how E2 signals via membrane receptors, and how these signals impact not only membrane excitability but also gene transcription in neurons. We know that E2 can rapidly alter neuronal activity within seconds, indicating that some cellular effects can occur via membrane-delimited events. In addition, E2 can affect second messenger systems including calcium mobilization and a plethora of kinases to alter cell signaling. This review will concentrate on rapid membrane-initiated and intracellular signaling by E2 in the hypothalamus and hippocampus, the nature of receptors involved and how they contribute to CNS functions.