Abstract: Research on the financial distressin company has been an important role. Based on reviewing the classic literature, selecting seventy ST companies in the year 2007 and 2008, as well as the comparison companies, we built the warning models of financial distress.Results show that the model concluding corporate governance variables is better than that concludingfinancialratesonly, whichprovidingmorereliable analysis for us to judge whether the company has the probability of financial distress.

Keywords: Financial Distress;Financial Rates;Corporate Governance Structure