According to agency theory there are separation of fucntion between principal and agent. This separation creates different interest between principal and agent. This condition occurs because of the asymmetric information that agent more knows company information than principal. Therefore, it is interesting to study the actions of management.This research aimed to analyze the influence of leverage and free cash flow to earnings management and the abilityto analyze the influence corporate governance consisting of managerial ownership, institusional ownership, independent commissioner and audit comitte in influencing earnings managemen on the listed manufacturing companies in Indonesia Stock Exchange during years 2010-2014. The independent variable of this study is leverage and free cash flow. Measurement of earnings management using the Modified Jones (1995) as the best estimate of the ability estimate earnings management activities with minimum standard error and standard deviation. Moderating variable in this study consists of managerial ownership, institutional ownership, independent commissioner, and audit comitte .The results showed that leverage significantly influence to earnings management and free cash flow significantly influence to earnings manegemnt. moderating variables that influence the relationship of leverage to earnings management is managerial ownership, independent commissioner, audit comitte and moderating variables that influence the relationship of free cash flow to earnings management is managerial ownership and institusional ownership. Keywords: leverage, free cash flow, earnings management,corporate governance,managerial ownership,institutional ownership,independent commisioner, audit comitte.