Abstract: As the coal mining industry of Jiaozuo got into massive decay stage in 1990's, Jiaozuo City was determined as one of the national resource-exhausted cities, and embarked on the path of transformation development. With case Jiaozuo City, this paper analyzes tentatively industrial structure change of resourceexhausted mining cities. Based on the data of the added value with major industries of Jiaozuo city from 2006 to 2010, the statistical data of 8 major industries are selected as the basic data for analyzing. Taking industrial structure change index and specialization index as the analysis ones for Jiaozuo's transformation, principal components are analyzed with software SPSS. As the result, Jiaozuo City's industrial structure is changing continuously, with specialization degree of emerging industries being reinforced increasingly; meanwhile, the coal resources exhaust is no longer a serious threat to economic development in Jiaozuo.However, the proportion of traditional and initial handling industries is still high with few high value-added and high-tech ones.