Historical patterns and driving forces of land-use change were investigated in Shanghai under the background of drastic socioeconomic transition in China. Differing from the previous researches, this paper highlights the investigation of not only the socioeconomic factors driving urban area growth, but also the physical elements affecting urban land’s spatial distribution through remote sensing and multivariable regression methods. The results indicate that land-use changes have been occurring at an accelerating pace in Shanghai over the past two decades, and are characterized by a massive increase of urban land and a loss of croplands. The growth in urban land use has primarily been driven by population, economy, and transportation, and its spatial distribution has mainly been influenced by accessibility to the transport network and the city center, together with the constraints of existing land-use patterns. The implications for policy are that improvements are needed in the efficient use of resources a...