Oxazepam has recently been shown to induce hepatocarcinogenicity in B6C3F1 mice. Due to the widespread human exposure to this anxiolytic compound and other structurally similar benzodiazepines, we conducted toxicity and cell proliferation studies on oxazepam to determine possible mechanisms whereby this nonmutagenic chemical may have exerted a carcinogenic effect. Male B6C3F1 mice (10 per dose-time group) received diets containing oxazepam at 0, 25, 125, 2500, and 5000 ppm. Mice were treated for 15, 30, 45, or 90 days, at which time they were evaluated for feed consumption, liver/body weight ratios, clinical pathology, serum oxazepam levels, and histopathology of the liver. During the final 7 days before sacrifice, the mice were exposed to BrDU via osmotic minipump to quantify hepatocellular replicative DNA synthesis. Few effects were observed resulting from chronic exposure to oxazepam other than statistically significant, dose-related increases in liver/body weight ratios. Replicative DNA synthesis was significantly increased in a dose-related manner at the 15-day time point in the 125, 2500, and 5000 ppm dose groups, and attained levels of four- to five-fold above control levels which returned to control levels by 30 days. The lack of significant toxicity, sustained increased liver/body weight ratios, and the rapid and transient induction of replicative DNA synthesis are similar to the effects reported for exposure to another widely used therapeutic agent shown to be a nongenotoxic carcinogen, phenobarbital.