Land use changes in 1955-70 on sample areas with installed P.L. 566 Small watershed Improvement projects are compared with sample areas having planned but undeveloped projects, using aerial photographs. Cropland retirement on upland portions of watersheds was more rapid on completed projects than on new ones In the Southeast and Mississippi Delta regions. In the Mississippi region, cropland expansion on protected bottomlands of installed projects was well ahead of the rate of planned projects. In the Southeast, cropland expansion failed to take place. Cropland retirement, typical for the region, also failed to take place. In the Missouri River tributaries region, there was no significant change in the predominant cropland use of both upland and bottomland areas after project installation. Widespread increases in soil-conserving practices were noted on all projects studied in the Missouri River tributaries region. Planners anticipating land use changes from project development should consider additional factors that could modify the expectations of benefited landowners, such as (1) likely available capital and labor for land conversions, (2) size and organization of farm enterprises, and (3) long-term demands for crops suited to climate, soils, and configurations of benefited areas.