This paper studies the impacts of Madrid-Seville High-Speed Rail (HSR) on land-cover change in the five HSR connected cities – Madrid, Ciudad Real, Puertollano, Cordoba, and Seville. The analysis period ranges from 1991 to 2006. The study finds that, in the Madrid-Seville region, the land development process concentrates mostly toward the two largest cities, Madrid and Seville, while other smaller HSR served cities are also benefited. The process of land development in each city varies largely. HSR contributes more to Ciudad Real and Cordoba than to Puertollano, with booming urban development in the former two cities. To study the accessibility impacts of HSR, binary discrete choice models are adopted. The results suggest that, the land development in smaller cities can be mainly explained by the improvement of regional accessibility and population growth. However, to model the urban development process in Madrid and Seville, the inputs with only accessibility and population are not sufficient.