The modern version of Ho-kuan-chi has been treated as a false book since the T'ang period although it is mentioned by Yi-wen-chi of Han-su. Therefore, it has been ignored as well as been questioned as one of the literatures representing the Huang-lao-chih-hsueh. However, scholars in mainland China has had a different opinion on the above-mentioned issue since Huang-lao-po-su has been known to the academia. Some think that except those dealing with the military thought of the Ch'in period the rest of contents in Ho-kuan-chi should represent the thought of Huang-lao-chih-hsueh. Therefore, following the aforementioned research findings, this paper aims at exploring the subsequent issues: 1.Describing the development of Huang-lao -chih-hsueh in the Warring Period. 2.Exploring the thoughts in Ho-kuan-chi and the relationship between it and Huang-lao-chih-hsueh. 3.Explaining the contribution of idea in Ho-kuan-chi in the philosophy in general. 4.Studying the impact of philosophy in Ho-kuan-chi on the statecraft of Huang-lao school in the Han period. By exploring the above-mentioned issues, we would get a further recognize to Ho-kuan-chi, and would obtain a better comprehension on Huang-lao-chih-hsueh, which has profound influence on the Warring and two Han periods.