The Liupan Mountains is located in the southern Ningxia Hui Autonomous Region of China, which forms an important dividing line between iandforms and bio-geographic regions. The populated part of the Liupan Mountains region has suffered tremendous ecological damages over time due to population pressure, excessive demand and inap-propriate use of agricultural land resources. In this paper, datasets of land use between 1990 and 2000 were obtained from Landsat TM imagery, and then spatial models were used to characterize landscape conditions. Also, the relation-ship between the population density and land use/cover change (LUCC) was analyzed. Results indicate that cropland, forestland, and urban areas have increased by 44,186ha, 9001ha and 1550ha, respectively while the grassland area has appreciably decreased by 54,025ha in the study period. The decrease in grassland was most notable. Of the grassland lost, 49.4% was converted into cropland. The largest annual land conversion rate in the study area was less than 2%. These changes are attributed to industrial and agricultural development and population growth. To improve the eco-economic conditions in the study region, population control, urbanization and development of an ecological friendly agriculture were suggested.