Han - Fei - tz was the last philosopher in the Pre - Chin era. He modeled himself after Confucian and Hsun - tz, synthesized the equally importance of law and intention as well as power of influence, earlier thoughts of Faist, and referred the rule - by -law theories of Confu-cian, Daoist, Mohist and Minist. So, his philosophy became a school of thought. As a consequence, Chinese politics became monarchy from feudalism, and Chin ended war and unified the whole country according to it. It adopted many theories. Ruling by law of Moutz's theory had a relationship with its objective law; Emulation of Moutz's theory was applied in its thought of monarchy; Utilitarianism and Pragmatism of Moutz was used in its method of being worthy of the name. From these, one could see the close relationship between Moutz and Han -Fei -tz. However, Han - Fei - tz did not adopt Moutz's theories totally. Some of them were transformed or different. The relationship was complicated. This study was clarified the similarity and difference between Moutz and Han -Fei -tz.