According to the statistical and survey data at provincial and county levels, trend of cultivated land change and its driving forces in Shandong Province during the last 50 years are discussed in this paper. It was found that (a) since the 1950s, the total area of arable land and per capita availability are reducing. For example, the total area under cultivation reached its top in 1955, and declined after the year of 1955. Per capita cultivated land decreased nearly in a straight line year after year and changed from 0.192 hm 2 to 0.075 hm 2 ,and the trends of decrease will continue with further development of economy and increase of population; (b) according to the GIS spatial analysis, the movement of the gravity center and the relative change indices of the cultivated land in Shandong Province have regional differences, the change is smaller in the eastern part than that in the central-western, the distribution core of the cultivated land in the whole province has been shifted 10.62km northeastward; (c) as a result of the principal component analysis, the eight driving forces variables affecting arable land changes were analyzed which could be classified into three types, i.e., the dynamic development of economy, pressure of social system and progress of science and technology in agriculture. As to the specific factors, per capita net living space, population and yield of grain per ha are the main driving forces, which play an important role in the changing of cultivated land;(d) by using regressive equation, along with population growth and economic development, the prediction of cultivated land in Shandong Province is done for 2005 and 2010, the prediction result is that Shandong's farmland area will be 6 435.47×10 3hm2 in 2005 and 6 336.23×10 3hm 2 in 2010. The analytical results and conclusions of this paper will provide scientific basis for sustainable agricultural development in Shandong Province.