国有股减持的方式及定价的合理性和正确性,直接影响着国有股减持的力度、广大股民的利益及股市的健康发展。结合我国经济发展的实际情况,文章从上市公司股本结构的现状分析出发,提出了5种减持方式:国有股回购、国有股向社会公众股东配售、组建若干只受让国有股减持的投资基金、国有股减持协议转让和场外拍卖、由国有投资公司减持国有股及股转债。特别对股转债的三种具体方式即国有股转为可转换债券、转为国家债权、零息回购转债方式进行了论述分析。另一方面文章又结合股转债的方式论述和提出了国有股减持的定价方法。 The ways and pricing of state-owned shares to reduce the rationality and correctness, a direct impact on the reduction of state-owned shares, the interests of shareholders and the stock market’s healthy development. Based on the analysis of the current situation of the capital structure of listed companies, five reduction methods are proposed: the state-owned shares repurchase, the state-owned shares placement to the public shareholders, the formation of a number of investment funds that only receive the state-owned shares reduction, State-owned shares reduction agreement transfer and off-site auction, by the state-owned investment company holdings of state-owned shares and bonds. In particular, the three specific ways of converting shares into shares, that is, conversion of state-owned shares into convertible bonds into state claims and zero-coupon redemption bonds were discussed and analyzed. On the other hand, the article discusses and puts forward the pricing method of reducing the state-owned shares according to the way of the convertible bonds.