Abstract: GIS spatial overlay and bilateral dynamic degree model were employed to analyze the characteristics and trajectories of land-use change in Heilongjiang Province based on the data of national land survey. The results show that over the past 28 years, a significant change of land-use has taken place in Heilongjiang. Area of farmland increased after an initial decrease with the increase mostly contributed by conversion from forest, unutilized land and grassland. Area of forest fluctuated over the period, with no clear trend. Grassland area was decreased dramatically largely due to conversion into farmland. The area used for construction increased much faster than other land use types with an average annual growth rate of 5.13%. Farmland protection was the key factor of land use change by directly influencing the change of other land types. Polices were found to have a significant effect on land-use change and thus more polices should been implemented to protect grassland and forest under the premise of food security.