Financial distress could be seen as the condition which a firm cannot longer generate adequate income or revenues, leading it to the in ability to pay or settle its financial obligations due to large degree of illiquid assets, revenues delicate to the economic declines, and high fixed costs. This paper is conceptual one that attempt to propose a conceptual framework by establishing the connection amongst financial indicators (management performance ability, dept repaying ability, financial structure ability, audit quality) and financial distress among public listed companies in Malaysia. Based on this, the study will establish a research model and suggest some propositions which will later be empirically tested within the context of public listed companies in Malaysia.