Even though it’s still controversial whether I Zhuan belongs to either the Confucian or the Taoist canon, it’s is an consensus of the academic world that the philosophy in I Zhuan is informed by the doctrines of both Lao-Zhuang and Huang-Lao. And contemporary scholars, including Chien Mu, Li Ching-chi’ih, Tai Chün-Jen, Chu Po-k’un, Chen gu-Ying, Huang Pei-Jung, Yen Lin-Feng, etc., confirmed this fact through their cross-analyses. As most scholars inferred, A Silk Book of Huang Lao was written in the early or middle phase of the Warring States Period. In this paper, it’s presumed that “Xi Ci Zhuan” was written by the end of the Warring States Period and certainly influenced by the doctrine of Huang-Lao, which was Popular during that period of time. The issues central to the doctrine of Huang-Lao are the way of heaven, self-cultivation, the nourishment of life or the way of governance, especially the “governance by legalism” from A Silk Book of Huang Lao, which was preferred in the State of Chu and achieved the two-way close connection between the way of heaven and the way of governance. Focusing on the philosophical relation between the less discussed “Xi Ci Zhuan” and A Silk book of Huang Lao, the writer is making a comparative examination of the ways of heaven and the ways of governance from these two texts. It is found that these two texts, though different in their expressions, share the same issues of the time and carry identical historical missions, while paying great attention to people’s suffering as well as the reform and development of the society, politics and economy. The ways of governance in both of the texts are founded on the supreme principle, the way of heaven, to illuminate the affairs of people. It’s agreed in both of the texts that “Da Shong Zhi Zheng” is the permanent, extendable and constant rule or principle of the way of heaven or the way of people. While containing some techniques from A Silk Book of Huang Lao to fulfill the way of governance, “Xi Ci Zhuan” is not as targeted and easy to manipulate as A Silk Book of Huang Lao. In other words, “Xi Ci Zhuan” not so strong in the consciousness about the rule of governance as in the consciousness about the rule of morality.