China has experienced a rapid urbanization since late 1970s. The great increase of urban population has resulted in various environmental changes, of which urban water shortage and water environment problems have occurred in most cities, especially in the rapidly developing urban agglomerations in the eastern coastal region. This research, taking Shandong Peninsula Urban Agglomeration (SPUA) as a case study area analyzes the urbanization expansion in the last decades, discusses the water shortage and water environment changes following the rapid economic development and urbanization sueh as groundwater sinking in the urban and plain area, sea water and saltwater intrusion in the coastal cities, water pollution overspreading and water ecosystem degradation, and puts forwards some strategies for sustainabilitv in populous regions with severe water shortage. Some countermeasures for sustainable development of SPUA are put forward, such as constructing modern water resources inter-city networks to regulate water resouree between cities, adjnsting urbanization policy and urban scale planning to promote the development of small towns and medium sized cities, optimizing urban industry structure by restricting high water consumption enterprises and stimulating the growth of tertiary industry. improving water use efficiency to rednce fresh water consumption and wastewater discharge, introducing economic means to water pricing and water management system, and restoring ecological conditions to strengthen the natural water-making capacity.