In this paper，taking Grape Country and Yaer Country of Tulufan a8 the study area，adopting TM image data from 1 990，ETM+image data from 1 999 and land use data from 2005，and making use of the technology method of remote sensing(Rs)and geography information system (GIS)，we analyzed the changing of the land use and land cover from 1990 to 2005．During 15 years，the change rules of land use／land cover in the study area above show as follows：the area of orchard increased most seriously．it increased 3463．1 hectare during these 15 years and the increasing rate was 64．57％：the cultivated land inereased 1181．82 hectare in 15 years and the increasing rate was 24．33％；the grassland，forest land，water body and un-using land were a tendency to reduce，among them，grassland was decreased，it decreased 98．07 hectare and the rate of decreasing was 45．22％．water body was decreased 69．61 hectare during these 15 years and the decreasing rate was 26．00％．This paper also analyzed the cause of these changes．and provided some scientific basis for the programming and management of land using in future．