PRC’s State-Owned Enterprises Reforms has been more than 30 years and several phases in the reforming history include “ Devolution of power”、” Profit delivery”、“Contracting system” and “ Modern Enterprise System”, but there is no real solution to the SOE drawbacks. This paper will use the “Transaction costs” and “ Institutional Change Theory” form New Institutionalism to analysis the PRC’s SOE Reforms from the beginning to the resents, including the “ Mixed Ownership” and “ Foreign Direct Investment, FDI” that very popular to SOEs in recent years, to know about the PRC’s logic in reform policies and discuss the effect of them.