We use Landsat TM 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 on land-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(104km2 in forest area and a rapid increase of 2.32(104km2 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 conversion of 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 vegetation regrowth and soil processes. Our results also imply that forest protectionand reforestation are of critical importance to carbon sequestration in China.