A process for modification of nanometer TiO2 by silane coupling agent was studied. The structure and the dispersibility of modified TiO2 were investigated by FTIR and TEM. The results showed that a chemical coupling reaction could take place between the coupling agent and TiO2 surface. As a result, the coupling agent was absorbed chemically on the surface of nanometer TiO2 to improve its dispersibility and stability in organics. Nanometer TiO2/styrene-acrylate composite emulsion was prepared by in-situ polymerization with modified TiO2. The TEM photograph indicated that the composite exhibited a core-shell structure with nanometer TiO2 as core and organic polymer as shell. The properties of composite emulsion were determined: water resistance of coating film of latex was 120h; hardness of coating film of latex was H grade, which was obviously superior to normal styrene-acrylate emulsion without nano-particles. Furthermore, this kind of nano-emulsion also owns perfect antibacterial characteristic. It could be used to prepare nanometer waterborne coatings.