Abstract: According to the typicality and particularity of Caohai wetland areas, three period time remote sensing images in the year of 1990, 2000 and 2010 were used as the data source, which was used to analysis the LUCC(land use and land cover change,LUCC) from time and space based on 3S technology. Then, MARKOV and CA-MARKOV models were used to predict 2020 LUCC situation in the study areas. The results showed that the area of forest was the largest, the cultivated land and grassland changed greatly, the change and change rate of water and construction was obvious and continued to increase. From the comprehensive index of land use degree, change and change rate, the degree of land use intensification had improved and land use was in the development period. From the view of spatial changes, the transformation of LUCC in 1990-2000 was less, and was more complex in 2000-2010. By results of predictive analysis to 2020, the construction increased significantly with the accelerated process of urbanization, and the water continued to increase. The Caohai wetland would continued to be protected.