Exposure to lipopolysaccharide (LPS) can result in multi-organ failure and death. After an intravenous injection of LPS into rats, neutrophils (PMN) rapidly accumulate in the liver sinusoids and pulmonary vasculature, and PMN play a critical role in producing both hepatic and pulmonary injury. Kupffer cells (KC), the resident macrophages of the liver, phagocytose LPS and produce inflammatory mediators which may be chemotactic and stimulatory for PMN. The purpose of this study was to determine whether inhibition of KC function affects PMN accumulation and the development of parenchymal injury in the liver and lungs after systemic administration of LPS. Female, Sprague-Dawley rats (180-230 g) were pretreated with either gadolinium chloride-6H2O (GdCl3; 10 mg/kg, intravenously), to inactivate KC, or saline vehicle 24 h before receiving either LPS (4 mg/kg, intravenously) or saline vehicle. Rats were killed 1.5, 6, and 24 h after LPS administration. In a preliminary study, exposure to GdCl3 decreased uptake of carbon in the liver, indicating inhibition of phagocytosis by KC. Ninety minutes after administration of LPS, PMN accumulated in the livers of LPS-treated rats, and this effect was not altered by pretreatment with GdCl3. Similarly, exposure to LPS resulted in PMN accumulation in the pulmonary tissue, which was unaffected by GdCl3 pretreatment. Exposure to GdCl3 before LPS administration resulted in a significant increase in the number of PMN recovered by bronchoalveolar lavage at 24 h, indicating diffuse acute alveolitis. LPS-induced hepatic injury was prevented by pretreatment with GdCl3; however, the increased wet lung/body weight ratio observed after LPS administration was unaffected by GdCl3. These results confirm that inactivation of KC protects against hepatic injury and extend this finding by ruling out inhibition of hepatic PMN accumulation as a mechanism for this effect. The data also suggest that treatment with GdCl3 predisposes the lungs to alveolitis during systemic exposure to LPS.