In the studies of chemoprevention, the Nrf2-ARE signaling pathway has received widespread attention due to its anti-inflammatory and anti-oxidation effects. Our previous study indicated that atractylenolide II, which is an active component of Atractylodes macrocephala Koidz, is a potential activator of Nrf2-ARE signaling pathway. In this study, we observed that atractylenolide II significantly increased Nrf2 expressing, nuclear translocation and the expression of its downstream detoxifying enzymes, thus decreasing 17 beta-Estradiol induced malignant transformation in MCF 10A cells, and we found that atractylenolide II acted through JNK/ERK-Nrf2-ARE pathway. Furthermore, atractylenolide II significantly reduced N-Nitroso-N-methylurea induced tumor incidence, multiplicity and volume, with activation of Nrf2-ARE pathway and decreased inflammation and oxidative stress in rat mammary tissue. Collectively, our results suggested that atractylenolide II could protect against mammary tumorigenesis both in vivo and in vitro via activating Nrf2-ARE signaling pathway, which supported atractylenolide II as a novel chemopreventive agent of breast cancer.