This paper took Jiangning district of Nanjing City, Jiangsu Province for example, simulated and predicted the land-use changes in urban marginal zone in a dynamic system model to prevent the potential land-use issues by using VENSIM software. The results showed that: 1) the area of cultivated land will decrease from 2009 to 2014, but will increase in 2015 due to the increasing investment in rural construction; 2) after 2013, the main driving force for the reduction of cultivated land will transfer from the city's economic development to the demand for the production and living of rural residents, therefore, the investment, regulation and control of the rural development, as well as the management of rural land-use should be focused in the future work of the government and land management departments.