In order to improve the toughness of Fe-B-C alloy, the effect of Rare earth(RE)-Ti-N composite modification on the microstructures and properties of Fe-B-C alloy was researched. The results showed that the solidification structures of Fe-B-C alloy is refined obviously and the distribution of structures is uniform after composite modification. Moreover, the compound containing boron and titanium appeared in Fe-B-C alloy containing RE-Ti-N. The compound containing boron and titanium was different from the network Fe2B in the common Fe-B-C alloy, whose distribution was broken network and lump. After heat treatment the boride in Fe-B-C alloy containing RE-Ti-N turned into nodular and rod and the toughness of Fe-B-C alloy is increased obviously, from 8~10 J/cm2 to 22~25 J/cm2. Fe-B-C alloy containing RE-Ti-N was used to produce the guide of rolling mill, its abrasion resistance is 1.3 times higher than that of high Ni-Cr alloy steel.