Superparamagnetic magnetite nanoparticles were surface-modified with poly (ethylene glycol) (PEG) and folic acid, respectively, to improve their intracellular uptake and ability to target specific cells. PEG and folic acid were successfully immobilized on the surfaces of magnetite nanoparticles and characterized using fourier transform infrared spectra. The nanoparticle internalization into mouse macrophage (RAW 264.7) and human breast cancer (BT20) cells was visualized using both fluorescence and confocal microscopy, and quantified by inductively coupled plasma emission spectroscopy (ICP). After the cells were cultured for 48 h in the medium containing the nanoparticles modified with PEG or folic acid, the results of fluorescence and confocal microscopy showed that the nanoparticles were internalized into the cells. The ICP measurements indicated that the uptake amount of PEG-modified nanoparticles into macrophage cells was much lower than that of unmodified nanoparticles. while folic acid modification did not change the amount of the uptake. However, for breast cancer cells, both PEG and folic acid modification facilitated the nanoparticle internalization into the cells. Therefore, PEG and folic acid modification of magnetite nanoparticles could be used to resist the protein adsorption and thus avoid the particle recognition by macrophage cells, and to facilitate the nanoparticle uptake to specific cancer cells for cancer therapy and diagnosis.