Abstract: Abstract: With the rapid development of urbanization and industrialization, the conflicts of decreased cultivated land areas and increased grain needs are significant in China. Based on per capita, cultivated land area of China is less than the world average's 1/2 and the quality of land in China is generally poor, changes of the quantity and quality of cultivated land have a significant impact on the national food security. It's an important basis for region's food security by analyzing the changing characteristics of quantity and quality of cultivated land and its effect on change of grain production patterns in the region. Huang-Huai-Hai plain is the main grain production area of China, its grain production level has always been in the forefront in the nine comprehensive agricultural areas of China. The research about grain production of Huang-Huai-Hai plain in the last 30 years has shown that the increase of grain production mainly depends on the grain yield increase. Because the increase in grain yield of Huang-Huai-Hai plain has been more difficult in recent years, it is important to analyze the change of the characteristics of quantity and quality of cultivated land, and the effect of such change on grain production patterns. In this study based on Huang-Huai-Hai plain, we analyzed temporal and spatial variation of the quantity and quality of cultivated land and its effect on change of grain production pattern by using the change intensity of cultivated land model, the spatial variation index model, the spatial transferring of grain production model, the grain sown area model, and the grain production model. The results showed that the quantity of cultivated land in Huang-Huai-Hai plain changed with a net decrease of 384 900 hm2 from 2000-2008. There were two corridors of cultivated land with a sharp reduction, one was Beijing-Baoding-Shijiazhuang-Handan-Xinxiang-Zhengzhou, the other was Tianjin-Cangzhou-Jinan-Jining-Xuzhou-Lianyungang. Due to the decrease of cultivated land quantity in Huang-Huai-Hai plain from 2000-2008, the grain sown area changed with a net decrease of 464 500 hm2. Due to the decrease of cultivated land quality in Huang-Huai-Hai plain from 2000-2008, the grain production changed with a net decrease of 2 703 700 t. There were three types in spatial transferring of grain production. The region of transferring-out located in the west and north of Hai-He plain, and in the northeast and northwest of Huang-Huai plain. Its capability of grain production was decreased due to the decrease of grain sown area, the decrease of high-yield and medium yield cultivated land, and the increase of low yield cultivated land. The region of transferring-in located in the east and southeast of Hai-He plain, and in the east and south of Huang-Huai plain. Its capability of grain production was increased owe to the increase of grain sown area and the increase of high-yield cultivated land. The stable region located in the southwest of Hai-He plain and the north of Huang-Huai plain. Its capability of grain production was stable. In future, the irrigation facilities in Huang-Huai-Hai plain should be improved and the patterns of multiple cropping should be extended to promote the grain production of region. In all, the high-yield cultivated land should be constructed to promote the efficient of cultivated land use. In addition, the compensation mechanism of long-term interests for buildings in arable land is important for protecting arable land for food supply capacity of Huang-Huai-Hai plain.