This paper divides the reform of China's SOEs into two stages. The first stage is a passive one that enlarges the scope of SOEs' decision-making power of management in order to survive the market competition, and the second an active one aimed at forming a reasonable structure and functional orientation of the state-owned economy, with the adjustment of property right as its main theme. The two stages have radically different targets, of which the choice will determine the prospect of the SOEs' reform.