Abstract: According to the necessity analysis and SWOT analysis on restructuring of Planning and Design Research Institute of Coal Industry,the conditions and opportunities for restructuring of the institute was mature.Considering talents as the institute's core asset,the paper proposed the restructuring plan,reasonable scheme of diversified equity setting,and promoting measures for company governance,based on the micro environment of restructuring and general significance.The results could provide practical significance for the development of Planning and Design Research Institute of Coal Industry,and offer references for the restructuring of other research institutes in China.