The USM-θ model of Bingham fluid for dense two-phase turbulent flow was developed, which combines the second-order moment model for two-phase turbulence with the particle kinetic theory for the inter-particle collision. In this model, phases interaction and the extra term of Bingharn fluid yield stress are taken into account. An algorithm for USM-θ model in dense two-phase flow was proposed, in which the influence of particle volume fraction is accounted for. This model was used to simulate turbulent flow of Bingham fluid single-phase and dense liquid-particle two-phase in pipe. It is shown USM-θ model has better prediction result than the five-equation model, in which the particle-particle collision is modeled by the particle kinetic theory, while the turbulence of both phase is simulated by the two-equation turbulence model. The USM-θ model was then used to simulate the dense two-phase turbulent up flow of Bingham fluid with particles. With the increasing of the yield stress, the velocities of Bingham and particle decrease near the pipe centre. Comparing the two-phase flow of Bingham-particle with that of liquid-particle, it is found the source term of yield stress has significant effect on flow.