Summary: Water‐soluble biomimetic chitosan derivative conjugating zwitterionic phosphorylcholine was efficiently prepared through Atherton‐Todd reaction under the mild conditions, and the possible formation mechanism of zwitterionic product was related to the nucleophilic attack of adjacent 3‐hydroxyl on the D ‐glucosamine residue to phosphorus with the help of base. UV absorption and melting behaviors of DNA/phosphorylcholine‐bound chitosan derivative showed that the phosphorylcholine‐bound chitosan derivative could be a new carrier for long‐circulating macromolecular drug delivery.