The purpose of the study was to identify the potential risk factors for subclinical mastitis (SCM) in lactating dairy cows in Bangladesh. A cross-sectional study was carried out on randomly selected 212 smallholder dairy farms of Sadar upazilas of Rangpur, Mymensingh, and Satkhira districts of Bangladesh during January to October 2011. The direct interview using a structured questionnaire and physical examination of the cows were done to collect data on 15 variables. Milk samples collected from study cows were subjected to California Mastitis Test (CMT). The diagnosis of SCM was based on the results of CMT and physical examination of udder and milk. The bivariable followed by multivariable analysis was done using SPSS 17.0. Of the total cows examined, 20.2 % had subclinical mastitis. In bivariable analysis, eight risk factors were identified. However, in the final model of multivariable analysis, four potential risk factors were identified. These were history of previous clinical mastitis (odds ratio (OR) 10.51, p<0.001), pendulous type of udder (OR 2.26, p=0.008), no grass feeding (OR 1.84, p=0.039), and body condition score (BCS) 2.5 or less (OR 7.25, p=0.054). Four different factors were significantly associated with the occurrence of subclinical mastitis, which need to be considered in the control of the disease. However, particular emphasis should be given on grass feeding and BCS because these traits can be modified or improved to allow prevention of SCM.