Halloysite nanotubes（HNTs）/waterborne epoxy resin composite material was prepared through ultrasonic dispersion and mechanical blending. The morphology of HNTs and composites were characterized by transmission electron microscopy(TEM) and scanning electron microscopy(SEM). It was found that HNTs displayed as nanotubes with hollow structure. HNTs were able to disperse uniformly in composites when HNTs content was lower than 2%. The fracture characteristic of film transferred from brittle fracture to ductile fracture. However, aggregation took place when the HNTs content was greater than 5%. Effects of HNTs content on the rheology, thermal stability and film performance of waterborne epoxy system were systematically investigated. The results showed that the thermal stability of composites was enhanced with the HNTs addition, The viscosity and storage modulus were increased with appropriate amount of HNTs, and the loss factor decreased. It suggested that the HNTs can functionalized as crosslinking points in composites and thereby improve the composite stability, and the optimum content was 2%. In addition, the water resistance of composite was enhanced, as well as the hardness and flexibility of film. However, excessive HNTs would destroy the crosslinking structure and be unfavorable to the stability and comprehensive properties of composite films.