A novel nanocomposite composed of polybenzoxazine (PBZ) and multiwalled carbon nanotubes (MWNT) was prepared successfully. The surface modification of MWNT, including nitric acid modification followed by toluene-2,4-diisocyanate (TDI) treatment, introduced hydroxyl, carboxyl, and isocyanate groups on the MWNT surface. The surface carboxyl groups catalyzed the ring-opening reaction of benzoxazine and thus decreased the curing temperature of the system. The isocyanate groups reacted with the phenolic hydroxyl groups generated by the ring opening of benzoxazine resulting in the significant improvement of the adhesion between PBZ and MWNT. Dynamic mechanical analyses indicated the increase of storage modulus as well as T, by the addition of MWNT into PBZ. A well dispersed modified-MWNT on nanoscale level inside PBZ matrix was observed by TEM and SEM. (c) 2006 Elsevier Ltd. All rights reserved.