Abstract: In recent years, the rapid urbanization process has led to a significant increase in bare land around cities, but the utilization rate of bare land is relatively low. Taking Mianyang City, Sichuan Province, as an example, this study used Landsat TM/OLI remote sensing images from 1999 to 2017 to extract the land use/cover change information, including bare land, mainly to analyze the spatial and temporal distribution and land transfer characteristics of bare land in the process of urbanization, and discussed the classification method of bare land transformation and utilization with bare land in 2017a as an example. The main conclusions as follows: （1) The highest rate and the lowest rate of bare land area accounts for in the study area is 6.34% (2011a) and 3.91% (1999a), respectively, the average annual growth rate is 1.64% during 1999-2017a, which is much lower than the average annual growth rate of urban impervious surface (9.74%) in the same period. The spatial distribution of bare land is scattered, and most of the bare land is located in the interval between 460-500 m and the slope below 8 degrees. The bare land mainly distributes along the boundaries of urban built-up areas and on both sides of newly built roads in different periods. The change of bare land landscape index reflects that before 2011, the growth mode of bare land area was mainly patch boundary expansion and patch merging. From 2011, bare land was segmented or reused on the basis of original patches. （2) From 1999 to 2017, 61.35% of bare land was converted from cultivated land and 23.58% from woodland. During the same period, 51.88% of bare land was transferred to cultivated land and 24.79% to urban impervious surface. （3) The evaluation index system of bare land transformation and utilization was constructed based on the factors of location, topography and landscape pattern. The bare land was classified into five types: community reuse, urban greening, urban infrastructure construction, urban agriculture and ecological restoration, the purpose of this study is to provide a reference for bare land transformation and utilization in the process of urbanization in the study area.