The withdrawal of stock equity of debt-to-equity swap benefitto resume connatural financial resource allocationfunction of market mechanism, basedon the viewpoint of market operation. An optimum decision modelabout stock equity withdrawal is set up, and asset management corporationcan sign an agreement based on enterprise's value with enterprise's managerof the debt-to-equity swap in advance, and make optimum choice in stock equity sell or enterprise list, thus stock equity withdrawal probably is realizedefficiently.Moreover, the paper puts forward the realizing factors of the efficient withdrawal of stock equity of debt-to-equity swapand correspondingcountermeasures.