GIS and RS techniques were adopted in the development of The 3D-Stereo Terrain Displaying and Analysis System of Guilin. It uses digital topographic map as the key data source to set up the digital elevation model, and uses the digital picture of satellite remote sensing as the covering surface of strero-landscape. It possesses many new functions, such as, 3D-stereo picture can be displayed against 2D-plane map ,the observing (flying) parameter (position, altitude, direction and angle of view, etc.) can be set arbitarily. Further more, people can take a simulated flight up the sky following the scheduled arbitrary road to get a bird's-eye view, as if you are on the spot personally. Moreover, the system possesses the functions of drawing the sectional map of topography, analysing the slope of terrain, calculating the surface area of arbitrary region.