Ultra high carbon steel (Fe-1.4%C) was prepared by means of a high frequency induction furnace. The preferred nucleation site of martensite was observed. The changes of hardness and impact thoughness due to tempering temperatures, and the spheroidization of cementite by controlled -rolling were also studied for the steel. The preferred nucleation site of martensite in the ultra high carbon steel is prior austenite grain boundary. The hardness of the steel is slightly increased up to about $300^{circ}C$, and then decreased with further tempering temperature. However, the impact energy keeps a almost constant value, independent of the tempering temperature. The spheroidization of cementite is accelerated as the reduction in thickness per rolling pass is increased and the number of the rolling passes becomes greater.