Amphiphilic polymer ZW-12 was synthesized by aqueous solution polymerization of acrylamide(AM), acryloxyethyl trimethylammonium chloride (DAC), 2-acrylamide-2methyl propanesulfonic acid (AMPS) and dodecyl dimethyl allyl ammonium chloride. Using octadecyl dihydroxyethyl betaine as associating crosslinking agent M-1. The effect of different concentration of M-1 on the rheological properties of ZW-12 solution was studied by RS6000 rheometer with hydrophobic associating polymer ZW-12 and surfactant M-1andthe microstructure of the fluid was observed by sem. The results showed that both the thixotropic and creep properties of the composite system changed significantly after the concentration of M-1 reached 0.30%. The thixotropic experiment showed the generation of stress overwash and the large increase of the area of thixotropic ring. Burger model was used to fit the creep experiment, and it was also found that when the concentration of M-1 was greater than 0.30%, the Maxwell spring modulus G0 increased significantly. Scanning electron microscopy verified the inference that the fluid structure changed before and after 0.30% concentration. Cross equation and Jeffery model were used to fit the viscosity and shear curves of the fluid at different concentrations of M-1, and it was determined that the combined influence of M-1 on the viscosity and modulus of the fluid resulted in the change of its non-newtonian behavior.