The metabolic changes in a rat hepatoma cell line, AH70 cells, after co-culture with rat Kupffer cells (KC) were visualized and analysed using a fluorescence microscope equipped with a silicon intensified target camera and a laser scanning confocal microscopic system. Kupffer cells were isolated from male Wistar rats, and cultured without any stimuli. The non-activated KC reduced the mitochondrial energization in the cocultured AH70 cells within 2 h, which was indicated by decreased rhodamine 123 (Rh123) fluorescence. Either NG-monomethyl-L-arginine or dexamethasone significantly attenuated the KC-induced mitochondrial dysfunction in AH70 cells, suggesting the involvement of nitric oxide (NO) derived from inducible-type nitric oxide synthase (iNOS). Administration of monoclonal antibody (mAb) directed against rat ICAM-1 also prevented the decrease in Rh123 fluorescence. Electron microscopy revealed that the membrane-to-membrane attachment between KC and AH70 cells occurred within 2 h. A laser scanning confocal microscopic observation using mAb against ICAM-1 presented that the ICAM-1 expression on AH70 cells and KC increased after the co-culture. It is therefore concluded that the KC-mediated mitochondrial dysfunction of hepatoma cells largely depends on NO production by iNOS. Furthermore, the present study supports a scenario that the NO production and release from KC is triggered by the close contact with hepatoma cells through adhesion molecules such as ICAM-1.