ABSTRACT Solid-state fermentation with Agaricus brasiliensis and Agaricus bisporus on whole grain wheat was carried out. Phenolic compounds and antioxidant properties of fermented wheat were determined. The results showed that the maximum values of polyphenols contents in wheat fermented with A. brasiliensis and A. bisporus reached, respectively (3.16 ± 0.21) and (3.93 ± 0.23) mg GAE/g, which were 2.90 and 3.61 times of unfermented control. By employing ultra performance liquid chromatography coupled to mass spectrometry (UPLC-MS), 18 kinds of phenolic compounds were identified from fermented wheat. Compared with control, only 4-hydroxy-benzaldehyde was the same compound. It indicated that fermentation with the two fungi changed polyphenols contents and phenolic compounds composition in wheat to a great extent. Among these phenolic compounds, except for 4-hydroxy-benzaldehyde, 4-hydroxy-benzoic acid and β-N-(γ-glutamyl)-4-formylphenylhydrazine, other 15 kinds of phenolic compounds were first identified from mushroom samples (including fruit bodies, mycelia and fermentation products). DPPH radical scavenging capacity, reducing power, ferrous ion chelating ability and inhibition of lipid peroxidation of fermented wheat were significantly stronger than control (P < 0.05). The study investigated the effects of solid-state fermentation with Agaricus fungi on phenolic compounds and antioxidant properties of wheat.