This research is based on that concerned with Huang-Lao thought (黃老) in Outer and Miscellaneous Chapters of Chuang-tzi (莊子外雜篇), which came from the combination of Lao-tzi (老子) and Chuang-tzi (莊子) and was considered as a branch of the whole Huang-Lao thought in Warring-States period (戰國時代). This article is proceeded under the main shaft on "Lord's Capacity" (君德) accordant to Huang-Lao was political philosophy which was different from Lao-tzi and Legalist (法家). And such issues as "Principle of Ching-In" (靜因之道), "Doing-nothing for lord and doing-everything for subordinates" (上無為而下有為), "The division and combination between political capacity and position" (德位分合) and "Essential and non-essential"(本末) were discussed in this article.