On the basis of related theories and researches at home and abroad,combining with theoretical research and empirical analysis,this thesis does a research on the relation between the top-managers' compensation and firm performance in listed companies of the transportation industry with the help of the listed companies' data of the transportation industry in 2003-2004.The conclusions are as follows:The top-managers' compensation of previous year,company scale,firm performance and region differences are the main factors which had an influence on the top-managers' compensation in listed companies of the transportation industry.The thesis gives an explanation why two variables,the share of the largest state-owned shareholder and the two post,do not concurrently enter the regression equation in china.