To understand the structure of XML Schema document quickly, methods to model XML Schema document with UML were researched and limitations of current methods were analyzed.Based on definitions of elements and nested relation between elements defined in XML Schema, a method to model XML Schema with UML that based on elements was proposed.A UML class for each of the elements contained in a XML Schema document was created and nested relation between elements was described with corresponding relation defined in UML, which made sure the integrality of the UML model transformed from the XML Schema document.An example was given to verify the feasibility of the proposed method.