Multifunctional magnetic nanoparticles were synthesized for potential bio-imaging applications. Uniform PEI coated magnetic Fe3O4 (PEI-Fe3O4) nanoparticles were prepared by a modified co-precipitation method and then covalently conjugated with a fluorophore molecule, Bodipy-5 by the DCC/DMAP coupling reaction. The covalent binding of Bodipy-5 to the PEI coated magnetic Fe3O4 nanoparticles were confirmed by means of FTIR and XPS measurements. The imaging ability of the Bodipy coated magnetic nanoparticles was determined on two human cancer cells, A549 (human lung adenocarcinoma epithelial) and Ishikawa (endometrial adenocarcinoma), for the first time. Cytotoxicity of BOD-MNPs was evaluated in both cancer cells and healthy human umbilical vein endothelial cell line (HUVEC) by standard MTT (3-(4,5-dimethythiazol-2-yl)-2,5-diphenyl tetrazolium bromide) assay. In vitro activities of the nanoparticles were also investigated.