Abstract: In order to make warning assessment for financial risk of domestic mining project’ M&A,this article first identified the major factors on financial risk by Delphi method,and then established a warning assessment index system,defined the index weights by GA-AHP,and made sure the sutra field and controlled field,finally put forward a risk warning assessment model of domestic project which based on the GA-AHP and matter element model,and then applied it into practical cases to verification,Matlab software was used to calculated the membership degree of the case,the conclusion is:merqers and acquisitions financial risk level of the practical case is higher and warning signal is orange.