Maillard reaction products( MRPs) were prepared using arginine /lysine-maltose and chitosan-fructose /arabinose. The changes of ultraviolet-visible( UV-Vis) and fluorescence spectroscopy,the effects of amount of substance ratio of amino to carbonyl group,initial pH,temperature on browning of MRPs and pH changes during reaction process were investigated. The scavenging capacity of MRPs on DPPH,hydroxyl free radical,H2O2and total reducing power were also observed. The results showed that UV absorption peaks of four kinds of MRPs were 260 ~280 nm,excitation wavelengths 319 ~ 335 nm and emission wavelengths of three kinds of MRPs were about 420 nm and 385 nm for chitosan-arabinose. The browning of four kinds of MRPs and acidity for arginine /lysine-maltose all increased with the heating time,but acidity for chitosan-fructose /arabinose changed irregularly. Browning all reached to their maximum when the amount of substance ratio of amino to carbonyl group was 1∶ 2 ~ 1∶ 3,pH 11 ~ 12 and temperature 110 ~ 120 ℃,respectively. With the increasing of MRPs concentration for arginine /lysine-maltose,scavenging capacity on DPPH decreased,hydroxyl free radical was almost not changed,H2O2and total reducing power showed a dose-response relationship to some degree. For chitosan-fructose /arabinose,scavenging capacities on DPPH,hydroxyl free radical and H2O2increased with concentration increase,but total reducing power increased to maximum and then decreased. The study provided theoretical basis for preparation and the antioxidant activity of MRPs.