purpose of this research is to investigate the relationship between firms growth opportunities and firm size on changes ratio in retained earnings of listed companies in Tehran Stock Exchange. This study is a literature study and analysis - scientific, and is based on the analysis of panel data (panel data). In this study, the financial data of 101 companies listed in Tehran Stock Exchange during the period 2006 to 2011, has been reviewed (606 companies - the Year). To analyze the results of research, software Spss20, Eviews7, Minitab16 are used. in connection with the first hypothesis of research, we find that there is an inverse and significant relationship between company's growth opportunities and changes ratio in retained earnings ratio of companies. Finally, results of research in connection with the second hypotheses confirmation suggest that is a direct and significant relationship between firm size and with changes ratio in retained earnings of companies.