To speed up the construction and development of our country's OTC market and perfect our country's multi-level capital market system gradually is not only an important action to broaden the financing channels of the medium,small and micro businesses,but also a vital task for our country's financial reform and development. At present,the top design and the legal status of our country's OTC market are still not very clear,as well as the lagging problem of legislation and supervision is serious. These problems have obviously restricted the OTC market's development. With the gradual development of the OTC market,it's an urgent subject to establish and perfect the legal system of our country's OTC market which is based on the market practice so as to provide legal protection and support for the OTC market to develop continuously,healthily and stably. This paper analyzes the developmental environment and status of our country's OTC market,discusses the present situation and problems of the OTC market,and puts forword several suggestions which are on the basis of the legislation experience of overseas OTC markets to establish and perfect the legal system of our country's OTC market. <<