Promoted by the increasingly growing energy demand and successful shale-gas development in North America,China has also made a series of progresses in shale gas exploration and evaluation. Conti- nental organic-rich shale occurs extensively in the major petroliferous basins of China since Mesozoic, dis- cussion about shale-gas potential in the shale has special theoretic and practical significance. Comparing with marine shale, continental shale also has high organic carbon content, but has lower thermal evolution degree and quartz content,and higher feldspar and carbonate mineral content to ensure its favorable brittle- ness. Meanwhile, continental shale experienced much weaker tectonic transformation, thus has lower tec- tonic complexity. As a result, a special criterion should be established to evaluate the shale-gas potential of continental shale. On the base of careful summaries of current achievement in continental shale gas explora- tion and evaluation,and the shale gas evaluating criterion of marifie shale in North America,the shale gas e- valuating criterion for continental shale could be set as follows: TOC〉 2.0 %, Ro〉0.9%, brittle minerals content 〉40%,clay content 〉40%,gas content 〉1.0ma/t,porosity 〉2%,and net thickness of organic- rich shale 〉30m.