the carriers of human capitals and the subject of human capital ownership is the basic tendency of institutions evolution in the human history. (4)The traditional models of the Chinese state firms have denied the human capital property rights.Its common state of low efficiency is the inevitable outcome of this denial.The correct train of thought about the state firm reformation should be to establish the human capital property rights. The purposes of this research are:firstly,to set up a relatively complete framework of initial analysis for the moder firm incentive theory to promote the development of the firm incentive theory:secondly,to imply the criticism and revision toward the traditional economical ideas and the theoretical ways of research; and finally to provide a valuable train of thought for the state firm reform in our country.If the purposes mentioned above could be reached or partly reached,nothing need to be said about the significance of this research. Key words: Human capital,residue claim right Incentive institutionthe carriers of human capitals and the subject of human capital ownership is the basic tendency of institutions evolution in the human history. (4) The traditional models of the Chinese state firms have denied the human capital property rights. Its common state of low efficiency is the inevitable outcome of this denial. The correct train of thought about the state firm reformation should be to establish the human capital property rights. The purposes of this research are: firstly, to set up a relatively complete framework of initial analysis for the modern firm incentive theory to promote the development of the firm incentive theory; secondly, to imply the criticism and revision toward the traditional economical ideas and the theoretical ways of research; and finally to provide a valuable train of thought for the state firm reform in our country. If the purposes mentioned above could be reached or partly reached, nothing need to be said about the significance of this research. Key words: Human capital, residue claim right Incentive institution