It was investigated to obtain the relationship between magnetic properties and conditions of forming $Fe_{3}C$ single phase from acicular goethite by heat treatment under the atmosphere of CO and $N_{2}$ mixed gas. X-ray analyses, TEM and VSM measurements were imployed for the characteristics of the carbide. Acicular goethite was sinthesized under proper process parameters. $Fe_{3}C$ single phase was obtained above $550^{circ}C$, 60min. and $Fe_{5}C_2$ was formed with $Fe_{3}C$ below that temperature. The soturation magnetization of $Fe_{3}C$ single phase was about 100emu/g regardless of the reaction temperature. The coersive force and the ratio of Mr/Ms decreased respectively from 780 to 400 Oe. and from 0.35 to 0.13 with increasing reaction temperature.