Landsat TM images were employed to characterize land-cover types and land-cover changes in Fuqing City and its adjacent areas in Fujian Province, southeast China. Three TM scenes from 1991, 1994 and 1996 were used to cover the city and the adjacent areas and a ®ve-year time period. Socio-economic data were also integrated with remotely sensed data for the study. Digital image processing with assistance of GIS has produced three classi®ed image maps. The comparison of the three maps reveals that the urban expansion was very rapid, a large number of arable lands have been lost, and deforestation has taken place in the study area during the ®ve study years. The main driving forces to the urbanization appeared to be the rapid economic development and trac infrastructure. The suggestion on the regional sustainable development for the county is also presented.