Abstract: Spatial-temporal evolution of land use and landscape pattern has become a core component of research on land use and cover change. In order to understand the spatial and temporal change characteristics of land use of Weibei upland, Heyang County, we used the geo-informatics TUPU, land use transfer matrix and the Markov model to evaluate quantitative characteristics of changes and spatial transfer of the land use types in this area based on interpretation data form TM image in 1990 and 2000 and SPOT image in 2010. The driving forces of land use change were also analyzed in this research. The results showed obviously hierarchical distribution of land use types. Crop land, mining and construction land and water body were distributed in area of terrain relief under 25 m as well as slope of slope (SOS) less than 3°. During the past 20 years, crop land was the dominant land use type. Grass land and forestry land mainly distributed on middle or high terrain gradient. Forest land and unused land were the dominant land use types on the area of high terrain gradient. From 1990 to 2010, the area of arable land decreased continuously, from 893.13 km² in 1990 to 861.88 km² in 2010, and arable land mainly transformed into grass land, forest land, mining and construction land and water body. Area of orchard increased obviously, from 14.54 km² in 1990 to 35.76 km2 in 2010, mainly transformed from arable land, grass land and forest land. There had 5 land use change TUPU types: the stable type, anaphase type, prophase type, transform type and constant type. Stable type and anaphase type were the dominant types in the study area from 1990 to 2010. The areas of stable type and anaphase type accounted for more than 86% and 7% of total area, respectively. The other land use change TUPUs occupied low proportions of total area. This indicated that land use changes were gently in this area, land use changes mainly occurred during 2000 to 2010. Landform and anthropogenic activities was the main factors driving land use cover change (LUCC). Moreover, the policy guidance and market demand for LUCC also had a greater impact on LUCC. The study provided scientific theoretical basis for the dynamic optimal configurations of land use pattern and the decision support of construction of eco-environment of Heyang County.