The decrease of total cultivated area and the lower per capita available arable land resource are now serious problems in Shandong Province, a major agricultural province in China. These problems will become more serious along with the further development of economy. In this paper, based on the statistical information at provincial and county levels, the changes of arable land in Shandong Province and their driving forces during the last 50 years are analyzed. The general changing trends of arable land and per capita available arable land are reducing, and the trends of decrease will continue when the economy is developing. The result of GIS spatial analysis shows that the change of the arable land use in Shandong Province has a regional difference. Eight variables having influences on cultivated land change are analyzed by principal component analysis. The results show that the dynamic development of economy, pressure of social system and progress of scientific techniques in agriculture are the main causes for cultivated land reduction. The principal factors which can be considered as driving forces for arable land change include per capita net living space, total population and per ha grain yield. By using regressive equation, along with analysis on population growth and economic development, cultivated areas in Shandong Province in 2005 and 2010 are predicted respectively. The predicted cultivated areas in Shandong will be 6435.47 thousand ha in 2005 and 6336.23 thousand ha in 2010 respectively.