Abstract: In the railway heavy-haul cargo distribution and transportation system, the partners are confronted with problems such as information asymmetry or conflicts of profits. An effectively designed incentive system is the key to the profit maximization of the integrated cargo distribution and transportation system. While specifying the incentive mechanism of the railway heavy-haul cargo distribution and transportation system, the study has set the incentive goal for cargo distribution and transportation system and further built an incentive model for the cargo distribution and transportation system that involves one principal and multiple agents. Results indicate that the harder the agents work and the higher the risks are, the more outputs will be shared. When the railway companies are delivering services to multiple enterprises or harbors, a more effective incentive mechanism is required to be designed for more important enterprises or harbors that hold more risks. Finally through case studies, it is proved that the proposed incentive mechanism is proper and efficient.