Abstract: This paper analyzed the land cover change and the spatial distribution in different period by using spatial overlay, dynamic degree of land use, space transfer matrix. The data source was land use data in 2000, 2005 and 2010 in Yan'an region. The results show that the land cover structure has significantly changed. The grass land area has a significant increase, but the area of wood land has increased slightly, and the water area has also increased a little. The construction land has continued to increase. The farmland area has significantly reducation, but the reducation speed has dropped. The cropland and unused land has mainly changed into grassland and construction land. The supplementary of unused land mainly comes from the cropland. It shows that the phenomenon of the cropland waste and land degradation still exists. From the view of the space, the forest area in the southwest and southeast has accounted for a larger proportion. The grassland area in the northeast has significantly increased. The areas which the construction land has increased are mainly in Baota District, developing along the gully strip. The decreasing districts of the cropland are mainly located in the west, north and east. The increasing districts distribute in Luochuan, the east of Huangling and southwest of Huanglong. The research results provide the scientific basis for the development and utilization of land.