Abstract: State-owned coal enterprises are one of the lifeline of our national economy. Incentive mechanism of manager is the core of guaranteeing its work with high efficiency and in good order.The relevant model is given through the analysis of the principal-agent relation of the state-owned coal enterprises with the principal-agent theory.The analysis and discussion of the solution of this model reveals the relations of all variables in this model and some relevant countermeasures are also given,indicating that at the same time of building relevant and more effective incentive mechanism of the state-owned coal enterprise manager,the innovations of a lot of measures such as building relevant legal basis have to be advanced.The countermeasures maybe are helpful for the design of the incentive mechanism of the state-owned coal enterprise manager.