A water-soluble terpolymer (PAVA) was synthesized by aqueous free radical copolymerization technique using acrylamide(AM), sodium 2-acrylamido-2-methylpropane-sulphonate (NaAMPS) and a macromonomer: p-vinylbenzyl-terminated octylphenoxy poly(ethylene oxide) (VPEO, degree of polymerization: 10). The remarkable intermolecular hydrophobic associations were formed in water and a brine solution for this polymer, which resulted in a good thickening effect, resistance to salt and salt-thickening. The hydrophobically associating microstructures of PAVA in aqueous solutions were measured by the fluorescent probe and scanning electron microscope. As polymer concentration was increased in water and brine solutions, the associating strength and non-polarity of hydrophobic microdomains increased remarkably. However, at the polymer concentrations higher than 0.20 g/dL, the non-polarity of hydrophobic microdomains tended to remain constant, and the I 1 /I 3 value changed slightly in 0.5 g/dL NaCl. The continuous associating structures were formed by the expanded polymer chains in brine solutions, as well as in water. As the NaCl concentration increased, the non-polarity of associating microstructures increased slowly, but the compact degree of these microstructures increased.