In the present study, a Fe-Cr-C hypereutectic alloy was prepared from industry-grade materials and subjected to modification and fluctuation, through which new types of particle reinforced composites, hypereutectic in-situ composite, was generated. The structures of the composite modified or not with the range of fluctuation addition from 0% to 2.8wt.%, were investigated. The primary carbides were refined with the addition of modifying agents and fluctuations. Increasing the amount of fluctuation resulted in finer primary carbides. At 1380oC, with the addition of modifying agents and 2.8wt.% fluctuation addition, the structure was well modified.