Abstract: By using the game theory and pointing to the TOT project finance,this article attempts to find the best way to distribute the increment of national assets rationally between the government and private capital.It concludes that the negotiations between the government and private capital are a series of complex games in the transference of national assets.The best choice for government is to invite a public bidding,at the same time the government can give some advantage to one firm.In this way,the government can get more benefit than in normal ways.

Key words: TOT project finance, national assets, transfer, fix the price, game theory