Several classes of compounds are able to induce a spectrum of drug-metabolizing enzymes without inducing cytochrome P450s. Examples include antioxidants such as tert-butyl-4-hydroxyanisole and its metabolite tert-butylhydroquinone, dithiolthiones such as oltipraz, and N-heterocycles such as 1,7-phenanthroline. The events associated with induction of UDP-glucuronosyltransferases (UGT), glutathione S-transferases, and microsomal epoxide hydrolase after a single oral dose of these agents have been compared. No agent significantly elevated any of these enzyme activities within 24 h, but oltipraz and 1,7-phenanthroline significantly increased glutathione S-transferase and UGT activities by 48 h. 1, 7-Phenanthroline and oltipraz showed generally similar time-course responses of drug-metabolizing enzyme mRNAs; little change from control at 6 h followed by significant and maximal increases 12 to 18 h after treatment. Maximal mRNA changes for 1,7-phenanthroline and oltipraz were of similar magnitude and clustered around 4-fold for most enzymes. With the exception of one UGT isozyme (UGT1A1), the elevations in mRNA were blocked by prior administration of actinomycin D, indicative of a transcription-dependent response. Neither tert-butyl-4-hydroxyanisole nor tert-butylhydroquinone caused a statistically significant increase in any mRNA examined at any time point.