Gene expression profiling has been shown to be useful for identifying underlying mechanisms of toxicity, determining patterns of biological response, and elucidating candidate markers of exposure and response. Inorganic arsenic (iAs) is a human carcinogen and epidemiologic evidence implicates it in the development of urinary bladder cancer. Dimethylarsinic acid (DMA), the major excreted metabolite of iAs in humans, is a known rat bladder carcinogen. To examine the changes associated with DMA exposure, microarray analysis of the urothelium was performed in female F344 rats exposed to non-toxic and toxic doses of DMA in their drinking water for 28 days. A novel method for isolating predominantly urothelial cells was developed. Gene expression profiling of the urothelium using a custom 2-dye spotted array revealed that DMA treatment modulated the expression of transcripts of genes that regulate apoptosis, cell cycle regulation and the oxidative stress response. Expression of genes mapping to pathways involved in cancer control processes were also altered after DMA exposure. Morphological data suggested a dose dependent increase in cellular toxicity. Significant changes in differential gene expression were present after all treatments event at doses where standard toxicological responses were not detectable. The greatest perturbation in gene expression was present in rats after treatment with 40 ppm DMA. Doses which produced no histologic or ultrastructural evidence of toxicity (non-toxic) could be differentiated from toxic doses based on the expression of a subset of genes, which control cell signaling and the stress response. These reported changes in gene expression show similarities between the mechanisms of action of DMA in vivo and those previously described for iAs in vitro. These data illustrate the utility of transcriptional profiling and its potential in predicting key mechanistic pathways involved in toxicity and as a time efficient tool to inform the mode of action analysis in risk assessment.