Regional Niagara is the site of an intense three-way land-use conflict among urban, agricultural and natural uses. Large scale spatial and temporal land-use data were used to investigate the dynamics of land-use change in this area. A first order Markov chain was used as a stochastic model to make quantitative comparisons of the land-use changes between discrete time periods extending from 1935 to 1981. The Markov model allowed for two main conclusions about the historic dynamics of land-use change in the Regional Municipality of Niagara. 1. The urbanization of agricultural land was the predominant land-use change. 2. A continuing 'exchange' of land area occurs between wooded and agricultural land-use categories that has little effect on the net amount of wooded land but which could undermine the long-term ecological value of remaining natural areas in Niagara.