This study was designed to examine the interaction of pregnancy and dietary fat on pregnancy outcome and offspring metabolism in rats. Wistar rats were divided into four groups: HF (40% fat by weight) feeding and pregnant (HFP, n = 15); HF nonpregnant control (HFNP, n = 10); control diet (4.5% fat) and pregnant (CHP, n = 12); and control diet nonpregnant (CHNP, n = 10). Rats were fed the same diets throughout gestation and lactation and were sacrificed at weaning. Litter size was kept at six pups with extra pups killed at birth. HF-fed dams had significantly less caloric intake than control counterparts. HFP had similar body weight changes as CHP during gestation and lactation, whereas HFNP had significantly higher weight and fat content than CHNP. There was no difference in pup's birth weight. However, significantly more HF dams cannibalized their pups. Newborns delivered to HF-fed dams had higher insulin/glucose ratios than CH pups. HFP weanlings weighed more, had more body fat (%), higher liver weight, liver lipid content, and higher blood glucose and triglyceride levels than CHP weanlings. The long-term effects of these metabolic abnormalities need to be further examined.