Operation of Debt to equity Swaps are thought to be a game process of conflict of interest when concerned interest groups seek furthest uses of them and dispute eminent domain of financial resources if state owned enterprise's property right configuration is not to be changed. That is to say, operation of swaps of debt to equity is one game between commercial bank and state owned enterprise firstly, and then it is another game of actualizing contract between AMC and stated owned enterprise. So the corresponding models are constructed according to game theory. The result indicates that enterprise and bank can compass an equilibrium and come to an agreement of swaps of debt equity. Nay, AMC must build up hawkish visualize to supervise and control enterprise's financial affairs and management in order to gain dividend and rights of section is bought back.