The aim of this paper was to study the membrane fouling phenomena by eutrophic water using Microcystis aeruginosa under various operational conditions (flux and air flow rate) and solution chemistry (pH). All the experiments were performed in a lab scale employing the polyvinyl chloride ultrafiltration membrane with nominal cut-off of 10 kDa. A slight fouling appeared at the flux not more than 10 L/m²/h, and the trend of trans-membrane pressure (TMP) development varied as a function of flux from linear to exponential with the increase of cell concentration. This paper also studied an important consideration of aeration in algal fouling: shear force. Besides alleviating membrane fouling, the shear produced by the bubbling should take responsible for the breakup of cells and the release of intracellular organic matters which caused the rate of the TMP increase closed to that without aeration. The optimum aeration intensity was observed to be 2.5 m³/m²/h in this experimental condition. As another important parameter considered in the study, the pH value of the raw water changed the physical and chemical reaction between the membrane and foulants or themselves. The results showed that the final TMP reduced with the pH increase due to the electro-static repulsion strengthening between the macromolecules which developed a looser gel. The most severe fouling was obtained at pH 5.0 near to the iso-electric point of algal solution, where electrostatic repulsion between algal cells was weakest. Furthermore, low pH value had a negative impact on cell integrity which gave rise to much more dissolved algogenic organic matter in the solution. It also played a part role on the membrane fouling.