In order to develop rational land use and protection of Zhaoyuan County, based on 1988, 1996 and 2001 TM images and other data, the author achieved the land-use change data by human-computer interactive. By using the spatial analysis and statistic methods of GIS, the dynamic change of land-use in Zhaoyuan County during the period from 1988 to 2001 was researched. The results showed that the area of cultivated land, grassland and sand increased, water and mire wetland decreased, and others was in small change. The comparison between the two periods revealed that the dynamic degree of former section (1988-1996) was bigger than the latter section (1996-2001). Moreover, land-use changed result in the reduction of bio-diversity, the desertification of land and degeneration of grassland.