Abstract Arsenic is a well-known human carcinogen. Chronic exposure to arsenic is associated with cancers in various tissues, including skin, urinary bladder, lung, liver, kidney and prostate. However, the mechanism underlying arsenic-induced carcinogenesis remains elusive. Here, we demonstrate that long-term (six month) exposure to low levels of sodium arsenite (0.25 µ M) in human bronchial epithelial cell line (BEAS-2B) results in altered morphology, increased cell proliferation and anchorage-independent colony formation in soft agar, indicative of malignant transformation of these cells. Moreover, tumorigenesis analysis revealed that s.c. inoculation of the arsenic-transformed cells can induce tumors in nude mice. The tumors can be observed after 2-3 weeks even only 500 arsenic-transformed cells were injected, suggesting that these transformed cells induced by long-term and low-dose arsenic treatment are highly tumorigenic. Additional studies indicated that some of these arsenic-transformed cells exhibit characteristics of tunor-initiating cells (TICs) or cancer stem cells (CSCs), such as overexpression of Oct3/4, Nanog, Sox2, Klf4, and C-myc. Tumor sphere formation assay, a general procedure in defining TICs or CSCs, suggested that about 5% of these arsenic-transformed cells can form tumor spheres in non-adherent plates. The tumor sphere forming cells were enriched through serial passage of the cells collected from tumor spheres. Flow cytometry sorting showed that 90% of these sphere cells are CD49f positive, whereas CD133, CD44, EpCAM, and c-kit were not detected. Overexpression of CD49f was confirmed by immunoblotting, which indicated an increased CD49f level in the arsenic-transformed cells relative to the non-transformed BEAS-2B cells. Finally, the ability of sphere formation and colony formation in soft agar was compared between the cells showed the strongest and the weakest CD49f expression and suggested that the cells with the strongest CD49f expression are more capable of forming tumor spheres and colonies. In conclusion, our data suggested that the transformed cells induced by arsenic have features of TICs or CSCs. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 103rd Annual Meeting of the American Association for Cancer Research; 2012 Mar 31-Apr 4; Chicago, IL. Philadelphia (PA): AACR; Cancer Res 2012;72(8 Suppl):Abstract nr 3298. doi:1538-7445.AM2012-3298