Abstract: The changes of growth and physiological characteristics of Amorpha fruticosa seedlings under different waterlogging stress conditions were studied by carrying out a water soaking treatment. The nutritive growth had no obvious change although a mass of aquatic adventitious roots and specialized lenticels grew in a short time to adapt to the different waterlogging stresses. Chlorophyll contents in leaves and photosynthetic rate decreased differently in different flooding treatments: the main factor in surface submergence and semi-submergence waterlogging was the reduction of stomal condunctance, while the main factor in the nearly submerged waterlogging was the increase of intercellular CO₂ concentration. Root activity of the surface submerge waterlogging treatments decreased insignificantly, while it fell by 58% between in the semi-submerge waterlogging treatments and the control group, and 51% between the nearly submerge waterlogging treatments and the control. Soluble sugar and proline contents in waterlogging treatments were all more than that in the control while the semi-submerge waterlogging treatments had the highest contents of them with the quantity 22.43 mmol/L and 570 μg/g respectively, and had obvious change with the control group (P<0.05), while MDA content showed no change. A. fruticosa could adapt to waterlogging stress by the growth of many aquatic adventitious roots and specialized lenticels and by accumulating osmotic adjustment substances. A. fruticosa had strong waterlogging tolerance ability and could be planted in wet land.