In this study,we take the connotation of Henan economy upgrade version as a perspective,and analyze the strategic significance of undertaking industries transfer for upgrading Henan economy,based on this analysis,we analyze the current situation and the restricting factors in the process of undertaking industries transfer for upgrading Henan economy.The restricting factors include these factors：the uneven distribution of industries,industrial comprehensive supporting ability is insufficient,the industrial transfer in the provincial competition increases,the pressure on resources and environment,government environment improvement was not large.Then,some suggestions are put forward to improve the level of undertaking industries transfer for upgrading Henan economy. <<