Based on panel data, the paper utilized knowledge production function model to study the knowledge spillover effects of universities R&D and FDI on the technology innovation of the large & medium-sized industrial enterprises (LMSIE). The study has shown that the LMSIE' R&D expenditure, the universities R&D and FDI were helpful to technology innovation of the LMSIE, the universities R&D and FDI have obvious knowledge spillover effects to the technology innovation of LMSIE; The technology absorbing ability of enterprises could significantly affect the knowledge spillover effects of FDI and universities R&D on the LMSIE technology innovation.