While Confucianism regarded benevolence and righteousness as the essence of Confucian Ethical Codes, Daoism claimed ”abandon benevolence and discard righteousness.” In order to dissolve the conflict between Confucianism and Daoism, nature and Confucian Ethical Codes, Neo-Daoists need to find a proper approach to interpret the concept ”benevolence and righteousness.” In the first place, this paper studies Wang Bi and Guo Xiang's benevolence and righteousness theory separately. First, inquire their thoughts about the relationships between ”benevolence and righteousness” and substance, human nature, and Confucian Ethical Codes. Second, analyze their definitions of ”benevolence and righteousness.” In the end, this paper makes a comparative study of Wang Bi and Guo Xiang's benevolence and righteousness theory.