The properties and morphology of compounds based on polyethylene (PE)/kaolin with the presence of PE-g-acrylamide (PE-g-AAm) have been studied. With PE-g-AAm the processing ability, adhesion, interaction between PE and kaolin, tensile strength as well as thermo-oxidation resistance of the compound of PE/kaolin have improved. The SEM study proves that it also decreases particle size of kaolin in the PE phase. At the contents of 8 and 10 wt% of PE-g-AAm are suitable for the compound of PE/kaolin (100/15, wt/wt) with high quality.