Chitosan (CS)-modified poly(D,L-lactide-co-glycolide) (PLGA/CS) nanoparticles with cationic surface were prepared by means of emulsion-solvent evaporation technique using polyviny alcohol and chitosan as costabilizers. The preparation conditions of the cationic nanoparticles were optimized by orthogonal factorial design, and the influences of the experiment variables such as polymer concentration, the molecular weight of chitosan, etc., on the size and zeta potential of the nanoparticles were evaluated. It was shown that the diameter of the PLGA/CS nanoparticles can be controlled in the range of 150-200 nm as determined by dynamic light scattering with the optimized conditions. The zeta potential of PLGA/CS nanoparticles increased with increasing the concentration of CS (C(CS)) or decreasing the pH, it was up to 55 mV when C(CS) was 3 mg/mL at pH 4 and inversed around pH 8. The optimization conditions for fabricating the relatively small diameter and high zeta potential cationic nanoparticles were C(CS) 3 mg/mL, C(PLGA) 10 mg/mL, and the volume ratio of organic solution to aqueous medium 1/4. X-ray photo electron spectroscopy and fluorescence inverted microscope observations approved that CS molecules were adsorbed on the surface of PLGA nanoparticles, DNA-condensing ability of the PLGA/CS nanoparticles and cell transfection efficiency of the nanoparticle-DNA complexes were estimated by gel electrophoresis and transfection experiment to 293FT cell, respectively.