The synthesis of carboxyl-terminated poly(ethylene glycol adipate) (CTPA) and amine-terminated poly(amide sulfone) (ATPS) based on the CTPA and 4,4’-diaminodiphenyl sulfone (DDS) is described. The products were characterized by IR and C-13-NMR spectroscopic analysis, nonaqueous titration, viscosity measurement, and solubility characteristics. The developed ATPS was incorporated as a modifier into the epoxy matrix and its effect was studied by DSC and DMTA. It was found that ATPS forms a compatible blend with epoxy and imparts flexibility to the epoxy matrix.