The waterborne dispersions of epoxy resin were prepared by the phase inversion emulsification technique.Rheological behavior and its relationship with the structural change of the systems were studied. It was shown that the concentrated dispersions were highly viscoelastic and pseudoplastic, which was attributed to the formation of a physical network among the waterborne particles via hydrogen bond. The dilute dispersions were Newtonian fluids. The discrete clusters composed of small waterborne particles were found in diluted dispersions. With increasing solid content, there existed a structural transition via percolation through a cluster-cluster aggregation mode to form the physical network, which was qualitatively evidenced by the TEM morphologies.``