Nanometer particles are important portion of magnetic fluid. Fe3O4 magnetic nanoparticles were studied in this paper and the surface modification of Fe3O4 nanoparticles was investigated by a series of experiments. Fe3O4 magnetic nanoparticles were synthesized with pH value, temperature, and the dosage of surfactant. The phase, structure, size and magnetism of nanoparticles were tested by X-ray diffration (XRD), transmission electron microscopy (TEM) and magnetic balance. On the basis of the surface modification coating mechanism, the experimental phenomena and the effects on the variation of size, magnetism and stability of Fe3O4 nanoparticles were theoretically analyzed. X-Ray diffraction spectrum and TEM photograph show that 1) the nanoparticles structure is perfect, 2) the diameter of namoparticles is small and have good deliquescence, and 3) Sodium oleate is the anion surfactant. Therefore 1) the good condition of surface modification is in an acidic solution, 2) the best temperature of surface modification is at 80 ℃, and 3) the dosage of surfactant should be about 0.6 times of that of Fe2+.