We theoretically investigate a quantum nondemolition (QND) measurement with optical Kerr effect in an ultra-high-Q microtoroidal system. The analytical and numerical results predict that the present QND measurement scheme possesses a high sensitivity, which allows for detecting few photons or even single photons. Ultra-high-Q toroidal microcavity may provide a novel experimental platform to study quantum physics with nonlinear optics at low light levels.