Abstract: The ecological environment of resources-exhausted cities was destructed seriously. Because of a large number of predatory, which led to some geological disasters, such as the collapse of mined-out, breaking out frequently. There are many obstacles in the establishment of ecological compensation mechanism, as the difficulties exist in the resource-exhausted cities. The National Development and Reform Commission in March 17, 2008 established the first group of 12 resource-exhausted cities. Take this as an opportunity, we take the in-depth study the legal and policy issues, which related to the resources-exhausted cities in transition to build eco-compensation mechanism to build eco-compensation mechanism for resource-exhausted cities, and Put forward my initial ideas.