Abstract: The protected areas of China mainly include nature reserves, scenic areas, forest parks, wetland parks, geological parks and other categories. The purpose and management system of these categories are different, and some protected areas overlapped in spatial distribution because different institutions selected and established them respectively. This paper analyzed the spatial distribution and overlapping area of protected areas under forestry management system in Northeast China, using spatial overlay analysis of GIS. The results indicated that nature reserves, forest parks and wetland parks covered  86.24% of cities and counties in Northeast China, with a small amount of gaps in protected areas in counties of west Heilongjiang, middle and west Jilin and middle Liaoning. There were 345000 hm² of 20 overlapping areas between the two categories of nature reserves, forest parks and wetland parks, among which 319800 hm² of 16 overlapping areas were found between nature reserves and forest parks. The main overlapping areas were in Daxinganling, Xiaoxinganling and Changbai Mountain where the natural resources were rich. Though the purpose of establishing several protected areas in the same region is to develop more functions, the overlapping of protected areas caused many problems of conservation and management. So, we proposed suggestions of overlapping status survey, unified management mechanism, and clear administrative privileges.