Abstract: A marketability restricted assets pricing model considering heterogeneous agents was built based on the hypothesis of heterogeneous agents and the marketability option pricing model. It was pointed out that the risk pricing difference raised by the heterogeneous hypothesis not only directly affects the fundamental pricing of assets, but also indirectly affects the discounts of marketability restricted assets by affecting the marketability option pricing attached on assets. The bigger the risk pricing difference between the marketability restricted assets trader and marketable assets trader is, the bigger the marketability restricted assets discount is. And both the volatility of assets price and the restricted period have positive impact on the discounts of marketability restricted assets.