Objective To explore the role of Kupffer cells( KCs)disorder on the occurrence and development of Nonalcoholic Fatty Liver Disease ( NAFLD) by means of rat model fed with high-fat diet. Methods Twenty-four male SD rats were random divided into model group ( n =12) and normal group( n = 12) , with a high-fat diet and standard diet for 12 weeks. The levels of body weight, liver weight, alanine aminotransferase( ALT), aspartate aminotransferase( AST) , triglyceride(TG) , and total cholesterol( TC) were measured. Routine histological features of hepatic section were observed by H. E staining. The shape changes of KCs in the liver were detected, and the levels of tumor necrosis factor-α(TNF-α) and nitric oxide (NO) secreted by KCs were measured. Results The weight, liver index, the levels of ALT, AST, TG, TC, and the levels of TNF-α and NO secreted by KCs in model group were higher than that in the normal group ( P < 0. 05). Histopathological examination showed hepatocellular macrovesicular steatosis, lobular inflammatory cell infiltration and necrosis. Compared with normal group, the shape and function of KCs in the liver changed largely. Furthermore, these changes of KCs were in accordance with the degree of steatosis, inflammation and necrosis in the liver of the model group. Conclusions The shape and function of KCs changed significantly in NAFLD induced by high-fat diet, and KCs disorder might be involved in the pathogenesis of NAFLD.