Land cover of He'nan Province had been monitored from 1980s to 2005. Based on remote sensing and GIS technique,the analysis on the spatiotemporal characteristics of land cover change and driving factors was made. Results show (1) Change area:The areas of urban and build up type of land cover were increased observably and the area of water body also had an obvious increase. The areas of rural settlement and deciduous broadleaf was appreciably increased and the area of evergreen broadleaf had a slight increase. On the other side,the areas of shrub grassland,irrigated cropland,unirrigated cropland,and bottom land had an obvious decrease. (2) Change speed:Urban and build up type had a very sharp increase slope and water body had second fast increase speed. The sort order of decrease speed from maximum to minimum is:sand land,bared land,marsh,meadow grassland,bottom land,shrub grassland,unirrigated cropland,and irrigated cropland. (3) Spatial conversion:The spatial conversion mostly occurred between cultivated land and settlement. Additionally,the increase of urban and build up type included the rural settlements assimilated by urban. The part of water body increase was mainly converted from bottom land and shrub grassland was mainly converted to unirrigated cropland. The natural environmental factors were stable and less important to the change of land cover. However,population,economy,adjustment of agricultural structure,policies,and transportation play the fundamenta1 roles in land cover change. The concurrent correlation analysis indicates that the most important driving factors of land cover change in He'nan Province are rapid economic development and accelerated urbanization process.