The characteristics of Pedicularis verticillata communities under different soil water conditions in Bayanbulak alPine grassland were studied using transect and Point samPling methods.The results indicated that the comPosition of the community structure changed with soil water contents.The richness of Plant sPecies was the greatest at 1 meter away from the water source, where P.verticilata was Predominant absolutely with a dominance value of 42.50%; away from the water source, its dominance values and above-ground biomass decreased gradually as the soil water contents decreased.The sPecies richness, diversity and evenness indices of P.verticilata community differed significantly under different soil water conditions.The PoPulation density and above ground-biomass of P.verticilata were the greatest at the Places closest to the water source,but at the Places further away from the water source where soil water content was around 25.5%,the Plant achieved the highest seed yield and the second Peak above-ground biomass, indicating that P.verticilata is not a“water-loving”Plant.Gramineae and other grasses dominated increasingly with the decrease of soil water contents.Soil water content was clearly the most imPortant factor to regulate P.verticilata community structure in Bayanbulak alPine grassland.Controlling the seed sPread near the water source may be the effective aPProach to limit the ramPant exPansion of P.verticilata.