The ways of capital structure effecting on the corporate governance and then on the corporate performance is one of the important fields for financier and economist.This paper focuses on the company of state holding listed compa- nies and private listed companies of China from 2000 to 2004.the result shows that:the performance of private Listed Companies is better than the state holding listed companies,capital structure is the one of the important factor for the difference.The policy meaning of the result is that perfecting capital structure is one of the important approaches to im- prove corporate performance and optimize corporate governance.Our governance should continue to privatization to im- prove our listed company' s performance.