Songliao River Basin is one of the regions in northern China where water resource is short and water pollution and waste are very serious with constant water dispute following the construction of water conservancy projects.In order to ensure the sustainable utilization of water resources,water resources compensation system should be established.Water resources compen-sation can control water pollution and waste effectively and maintain stability and development of the neighbouring areas.The measures of water resources compensation identified in the paper are:to unify distribution of water consumption in the upper,middle and lower reaches of the basin,when the consumed amount exceeds the quota allocated in the upper reaches,the upper reaches will give the compensation to the lower reaches for the passive effect;in interregional water transfer those who develop and manage water resources or derive benefit should be responsible for the protecting,restoring and remedying the environment;when the eco-recons-truction takes place in the upper reaches,the lower reaches should give the compensation to the upper reaches for the ecological benefit;to establish the unloading right market in the whole basin to promote enterprises to save water resources and control water pollution effectively;and both the beneficiaries and intake areas should give the compensation to the storage and deten-tion zones.