There is no bank in Taiwan who doesn¡¦t prepare meticulously for implementation of The New Basel Capital Accord coming in 2007.Banking is more complex in recent years, except tranditional loans and investments.The products of derivatives are to change with each passing day under rapid development of financial engineering among which the credit derivatives not only can transfer credit risks,but also be a tool admitted within Basel II for mitigation,so This research is to prob into Basel II and the function of credit derivatives affecting the management strategy of medium and small-sized non-financial holding banks. This research was adopted qualitative methods which is to select two medium and small-sized non-financial holding banks whose total assets are beneath NT$600 billions at the end of Year 95 as interview cases,and conducted in-depth interviews with officers of the two banks.The interview result obtained was induced and analyzed found as follow: 1. The constitution of medium and small-sized non-financial holding banks is generally not sound. 2. The medium and small-sized non-financial holding banks have limited weakness of resoures and credit rating relatively,and will suffer biggest impact after implementation of Basel II. 3. Banks will execute a more strict lending policy to avoid over-risky loan assets and boost the efficiency of capital utility. 4. The medium and small-sized banks have no room and ability to develop and design the products of credit derivatives at present. 5. The effects of mitigation resulted from using the tool of credit derivatives or securitization of financial assets require observing. 6. As The banking industry changes,Lebensraum of the medium and small-sized banks becomes more and more limited.They should seek to keep strategic alliance with or to be merged by large-scale financial holding company or foreign bank for survival.