Theory and practice of intangible assets are difficult in the studies of economics, accounting and asset assessment, among them, the recognition and measurement of the value of goodwill is a focus of the problem. Under knowledge economy, the proportion of goodwill in the enterprises s assets will be more and more large, so the problem of goodwill becomes more outstanding.In accounting circle, goodwill is generally divided into two parts:internally developed goodwill and purchased goodwill. In current accounting pattern, purchased goodwill is recognized, internally developed goodwill is not recognized awing to its reliability and conservation. But the recognition of internally developed goodwill is very important to the development of the accounting theory and improvement of accounting information quality and accounting practices. When the economy develops, the shortcomings of the current accounting measurement pattern become more obvious; the innovation of financial instruments impels the accounting circle to re-establish some new standards for recognition and measurement. It makespreparation in theory for us to salve the difficult problems, including the problem of internally developed goodwill.This thesis makes a study in the recognition and measurement of goodwill, points out the problems of the current accounting pattern and puts forward personal viewpoint. Of course, the idea will face many difficulties to become true. But I believe that the goodwill problem will be enriched and improved in the debate and study of the theory circles and repeatedly tested and revised in practice.