The present investment status of multi-national corporations (MNCs) in Shanghai was introduced and the market prospect analyzed. Giving lots of real examples, this paper analyzed the opportunities and challenges for investing Shanghai objectively and put forward to some effective measures, going along with the industry orientations of Shanghai municipal government, and the Shanghai developing trend. At last, hopes this paper can offer some helps for the MNCs investing in Shanghai, and make them participate in constructing Shanghai more pragmatically.