Effect of mechanical activation in high energy ball milling on carbothermic reduction of ilmenite concentrate has been examined by a combination of steady-state and dynamic technique. In unmilled mixed of ilmenite-graphite sample with increasing temperature up to 1200?C in the rate of 10 ?C/min reduction didn’t evident. But in milled ilmenite-graphite samples reduction proceed via three stages. Reduction initiated with rapid reduction of ilmenite to elemental iron and rutile, and followed by slaw reduction of rutile to sub-oxides. XRD examination of milled samples that reduced in isothermal state indicated that Ti 2 O 3 and Ti 3 O 5 produce at this stage. At temperatures up to 1150?C in final stage of reduction process, titanium oxides reduced to titanium carbide. The unit cell of Titanium carbide increased with increasing time of reduction at constant temperature. Because titanium carbide, that produced in this process, is a nonstoichiometric compound and it ’ s carbon content increased with increasing time. Longer milling time resulted in lowering of onset reduction temperature. Also with increasing milling time the activation energy of reduction process reduced (especially in first stage). Studying of morphology and microstructure of sample that milled in 10 hours and reduced in 1300?C indicate that titanium carbide particles dispersed in iron matrix. In milled ilmenite-graphite samples in 10 hours kinetic parameters and mechanism of reduction at each stage investigated with isothermal technique. In first stage chemical reaction in ilmenite carbon (or carbon monoxide) was rate-controlling steps. In second and third stages solid state diffusion and first order chemical reaction were rate-controlling steps, respectively. The activation energies of reduction of ilmenite-graphite samples in 10 hours were 278.8, 193.3 and 530.8Kj, respectively. Key Words: Ilmenite, carbothermic reduction, mechanical activation, Thermogravimetry