Heaven Principle (t'ien-li天理) is an important conception in Sung- Ming's Neo- Confucianism. Wang Yang-ming mentioned the term of Heaven Principle more than once, but he did not adopt the explanation of Heaven Principle by Ch'eng-Chu School. As for Wang, Heaven Principle was regarded as an effect or original situation of the substance of Mind (liang-chih良知). This article is aimed to explain the theoretical distinction between Wang Yang-ming's understanding of Heaven Principle and that of Chu Hsi, and make sure that Wang's new interpretation contributed a new dimension to the development of Neo-Confucianism. The author explained the relation of Heaven Principle and the substance of Mind in Wang Yang-ming's philosophy, then reflected the background of Yang- ming's criticism of Chu Hsi's doctrine and finally discussed the question of the realization of Yang-ming's view point of Heaven Principle. By analyzing Yang- ming's related text and comparing it with Chu-Hsi's theory, we could evaluate precisely the contribution and restriction of Yang-ming's achievement.