The two-degrees-of-freedom VIV of the circular cylinder with high mass-ratio is numerically simulated with the software ANSYS/CFX. The VIV characteristic is analyzed in the different conditions (Ur=3, 5, 6, 8, 10). When Ur is 5, 6, 8 and 10, the conclusion which is different from the cylinder with low mass-ratio can be obtained. When Ur is 3, the frequency of in-line VIV is twice of that of cross-flow VIV which is equal to the frequency ratio between drag force and lift force, and the in-line amplitude is much smaller than the cross-flow amplitude. The motion trace is the crescent. When Ur is 5 and 6, the frequency ratio between the drag force and lift force is still 2, but the main frequency of in-line VIV is mainly the same as that of cross-flow VIV and the secondary frequency of in-line VIV is equal to the frequency of the drag force. The in-line amplitude is still very small compared with the cross-flow amplitude. When Ur is up to 8 and 10, the frequency of in-line VIV is the same as the main frequency of cross-flow VIV which is close to the inherent frequency of the cylinder and is different from the frequency of drag force or lift force. But the secondary frequency of cross-flow VIV is equal to the frequency of the lift force. The amplitude ratio of the VIV between in-line and cross-flow direction is about 0.5. When Ur is 5, 6, 8 and 10, the motion trace is mainly the oval.