The relationship between the corporate governance characteristics and the financial distress for Chinese listed companies was investigated empirically.  Taking 528 listed companies from1998 to 2005 (264 financial distressed companies and 264 healthy companies) as a sample, binary logistic analysis was used to test the effect of the ownership structure characteristics on the probability of financial distress.  Ownership concentration, state ownership, ultimate controller, independent directors and auditors' opinion turn out to be negatively associated with the probability of financial distress, while administrative expense ratio is positively related with the likelihood of financial distress.  Managerial ownership, board size and CEO duality are not significant determinants.