In this paper, the author describes the built-up process and the land-use changes in the urban core of Naha city, Okinawa. The urban core of Naha can be roughly divided into two areas : spontaneous and planed built-up areas by its forming process and shapes. The core part of old Naha city urbanized before the world war II were kept as an off-limits area till mid 1950s by the U. S. Forces. People who owned lands in the old Naha and who repatriated from the former Japanese occupation countries, inhabited in Tsuboya and Makishi on the lands allotted by the U. S. Forces from Nov 1945. These restrained inhabitation and sudden population increase in those areas resulted in the unplanned built-up area with labyrinthine alleys and complicated ownership of houses and lands. On the other hand, the land readjustment with gridiron streets pattern was in the core part of old Naha city completed by 1960 based on the City Planning Act of 1953, flowing the gradual restoration of lands from the U. S. Forces. As a result, above mentioned two areas have got distinctive morphological and socio-economic contrasts. In the planned area, land for business use increased and spread along the arterial road R58 and the workplace population increased in Kumoji and its adjacent areas between 1980s. As a result the present business district was formed and residential housing and vacant and parking lots decreased. In the spontaneous area, on the other hand, the day-time population was decreased more than the planned area. And there is mixed land-use include grave. Although the land-use for old wooden house was decreased, vacant or parking lots were more increased. In this condition, the conversion of land-use in this area had been stagnant. From these results, it can be concluded that the formative process of the built-up area have effect on the converting ability of the land-use in the urban core of Naha city.