This research mainly tries to confirm the relationship between distress risk and stock returns in the Taiwan market. According to three factor theory raised by Fama-French (1992), the higher book-to-market ratio brings higher stock returns because of the higher distress risk, and also mentioned about the three significant factors in explaining expected stock return: risk, firm size, and book-to-market ratio (here replace it with price-to-book ratio). There are many studies had proved that high risk accompanies high expected stock return, but some other obtained the contrary outcome. It still depends on different characteristics of enterprises, industries, and countries. Following other researches, this paper use ¡§Z-Score¡¨ bankruptcy prediction model as the proxy of distress risk, and take the subsequent realized stock returns of the distress publicly-traded firms as a proxy of systematic risk. As it may be doubted of using Z-Score in the Taiwan stock market, this research add ¡§TCRI¡¨ to compare with. ¡§TCRI¡¨ is the credit rating score raised by Taiwan Economic Journal (TEJ). Because of the same results of rating on sample companies, it supported the application of Z-Score in Taiwan stock market. In analyzing the relationship between distress risk and stock return, this research find that firm size, distress risk and price-to-book ratio effect are significant enough to explain the expected stock return,(although distress risk and price-to-book ratio are only significant in Y-3) similar to the findings of Fazilah Samad (2009) et al. This research also found that the theoretical expectation of the size effect on distress risk does not hold in the case of the Taiwan distress publicly-traded firms, but price-to-market ratio (PB ratio) does. Unlike the findings of Fazilah Samad (2009) et al. and Griffin and Lemmon (2002), the outcome shows that there is a significant inverse relationship between PB ratio and distress risk, similar to the theory and our original expectation. It directly proved that the lower PB ratio brings higher distress risk in Taiwan market, but inconclusive to deduce that it also brings higher stock return. Meanwhile, this research tries to find out if there is a difference between distress companies and most distress companies. Besides of firm size, there is no significant difference between these two groups, and they are similar as it was closer to distress happened. Although there is not significant relationship between three factors and stock return, this study reveals the decreasing trend of financial performance among those distress firms before facing distress circumstances. It shows again that Z-Score is suitable for Taiwan market although our sample companies including manufacturing and non-manufacturing companies.