A 68-year-old man presented to the hospital with fevers, weight loss, lymphadenopathy and abnormal liver-associated enzymes. After a thorough workup, a liver biopsy demonstrated histiocytes with phagocytosis of the lymphocytes and a positive immunostain for S-100. The diagnosis of Rosai-Dorfman disease was made. This case report will discuss the patient's presentation as well as the diagnosis and treatment of this rare, non-malignant disorder, which only rarely affects the liver.