We use Landsat TM time series data for the years of 1991/1992, 1995/1996 and1999/2000 to characterize land-cover change in northeast China. With the information onland-cover change and the density of vegetation and soil carbon, we assess the potential effect of land-cover change on vegetation and soil carbon in this region. Our results show a large decrease of 2.76×10~4km~2 in forest area and a rapid increase of 2.32×10~4km~2 in urban area. Land-cover changes in northeast China have resulted in a potential maximum loss of 273.2 Tg C for the period of 1991-2000, with a net loss of 95.7 Tg C in vegetation and 177.5Tg C in soil. The conversionof forests into other land-cover types could have potentially resulted in a loss of 254.6 Tg C for thestudy period, accounting for 68.8% of the total potential carbon loss in the northeast China. To quantify the net effect of land-cover change on carbon storage will require accounting for vegeta-tion regrowth and soil processes. Our results also imply that forest protection and reforestation are of critical importance to carbon sequestration in China. We use Landsat ™ time series data for the years of 1991/1992, 1995/1996 and 1999/2000 to characterize land-cover change in northeast China. With the information onland-cover change and the density of vegetation and soil carbon, we assess the potential effect of land-cover change on vegetation and soil carbon in this region. Our results show a large decrease of 2.76 × 10 ~ 4km ~ 2 in forest area and a rapid increase of 2.32 × 10 ~ 4km ~ 2 in urban area. Land -cover changes in northeast China have resulted in a potential maximum loss of 273.2 Tg C for the period of 1991-2000, with a net loss of 95.7 Tg C in vegetation and 177.5 Tg C in soil. The conversionof forests into other land-cover types could have potentially resulted in a loss of 254.6 Tg C for the study period, accounting for 68.8% of the total potential carbon loss in the northeast China. To quantify the net effect of land-cover change on carbon storage will require accounting for vegeta- tion regrowth and soil processes. Our results also im ply that forest protection and reforestation are of critical importance to carbon sequestration in China.