This paper reviews the joint-stock reform and the development of the OTC（Over The Counter） market in 1980s，which is divided into three periods——private dealing，pre-OTC and pro-OTC. It also gives a clear depiction of clandestine dealing in the same period. Finally，it points out that the development of the OTC market in 1980s benefits the joint-stock reform in 1990s，the Shanghai exchange and the Shenzhen exchange，and the construction of the security market regulation，while there are still some problems such as wasteful duplicate construction，lack of legislation，lack of equity，inefficiency and so on.