The forest carbon sequestration plays an important role in facing global climate change. Based on scenario simulation data of 82 rural households who have involved and non-involved in the first period of nation 's first forest management of carbon sequestration trading project in Lin'an, this paper conducts a descriptive analysis of rural households' willingness in participating management of forest carbon sequestration trading project. Furthermore, the paper uses Ordered Logit (Ologit) model and make a quantitative analysis of factors influencing rural households' willingness in participating management of forest carbon sequestration. The research shows that the willingness of participating in the project is relatively high among the households who are younger, better educated, possessing larger area of forest land, higher forestry income and higher cognitive level of carbon sequestration; while it has been tested by model that factors such as education of rural households, family size, labor force of family and whether have been involved in the first period of forest carbon sequestration trading project,have significant impacts on the households' willingness to participate or continually participate in forest carbon sequestration trading project. Finally,based on the results of analysis, the paper put forward references from project promotion,propaganda of low carbon and the price of carbon sink to carry out the project of forest carbon sequestration trading reasonably.