In recent decades, China has been experiencing rapid economic development, population growth and urbanization. These processes have stressed the shortages of water resources in China, especially in the arid re- gions of northwestern China. In order to sustain the expanding cropland, people increased groundwater exploitation in these regions. The purpose of this study was to quantitatively analyze the changes in land use and water resources, and their relationship in the middle reaches of the Heihe River Basin, a typical inland river basin in northwest China. The data of land use change were interpreted using aerial photographs （1965） and Landsat TM images （1986 and 2007）. The data of irrigation water volume in the irrigation districts were spatialized in the middle reaches of the Heihe River Basin. The spatial variation of the groundwater depth was interpolated using the geo- statistical method. The results showed that the cultivated cropland area along oasis fringe increased by 15.38% and 43.60% during the periods 1965-1986 and 1986-2007, respectively. Surface water amount for irrigation had almost doubled from 1956 to 2010. The decrease of grassland area mainly occurred at the alluvial fan in front of the Qilian Mountains, with 36.47% during 1965-1986 and 38.56% during 1986-2007, respectively. The groundwater depth in front of the mountain constantly increased from 1986 to 2007. We found that the overuse of surface water and overexploitation of groundwater had direct consequences on the natural environments. We suggests that the efficiency of surface water resources use among different irrigation distdcts needs to be improved, which will significantly ease the conflicts between increasing water demand for irrigation and a shortage of water resources in the middle reaches of the Heihe River Basin.
