Palladium nanoparticles decorated modified reduced graphene oxide (RGO) composite was synthesized by a two-step process using 1,10-Phenanthroline (PHEN) as bridging agent. Firstly, the graphene oxide (GO) was non-covalently modified with the PHEN molecules through π-π interaction between two components. Then, the modified GO was complexed with Pd precursor and subsequently reduced from Pd2+ to Pd0 using NaBH4 to yield Pd dispersed modified RGO sheets. The structure and morphology of the resulting composites were characterized by FTIR, TGA, EDX, FESEM, HRTEM and XRD measurements. XPS results revealed that the reduction of Pd2+ to metal-lic Pd was successfully achieved, while the HRTEM and FESEM micrographs suggested that the Pd nanoparticles were well-dispersed on the functionalized graphene sheets.