The requirement of acoustic performance about underwater acoustic material which is used in underwater environment more increases. Underwater acoustic material was made by viscoelastic material such as a rubber and a polyurethane etc. In order to increase an acoustic performance, several kinds of inclusions were added to viscoelastic material. In this paper, acoustic modelling and analysis techniques were introduced and the acoustic characteristics of underwater acoustic material were studied. Echo reduction and transmission loss were calculated with volume fraction of inclusion in the material. Also the characteristic impedance and the input impedance of underwater acoustic material were obtained and effects on the echo reduction and transmission loss of material were discussed.