As a corporation institutional innovation,the stock-cooperation system is beneficial to improve the productivity of corporation and to make the workers work hard.however,for the defect of the stock-cooperation system itself,it is just a transition corporation system,and it should transfer to modem cornpany systcm by further reform.During its transition process,promoting the further reform of the stock-cooperation corporation by applying the ESOP is one of effective parhs which make it transform to the stock company system and to establish the modem company system,which should be popularized.