Fertility changes and urbanization make the temporal and spatial differences of school-age population growth and schools distribution. In Tainan County, some areas cut down small-scale schools, while some areas set up new schools. This study explored regional differences above mentioned and its relationship with characteristics of places in Tainan County. First, this study used time map to show the spatial-temporal distribution of schools and found that the distribution of new schools was in line with population growth trend, the original concentration on northwestern plains turned on outskirts of Tainan Metropolitan Area. Second, this study used literature review, GIS maps and SPSS statistical methods to analyze the relationship between the spatial-temporal distribution of population and the characteristics of places and found that the temporal and spatial differences of population growth related to natural environment and phased economic strategy. In addition, the spatial difference of population growth in 1970-1990 was closely related to both of fertility and migration, and the most important variables to explain the spatial difference of population growth in 1970-1990 is the proportion of industry, while fertility impact on the spatial difference of population growth in 1990-2007 had reduced greatly and explanatory capacity of migration also had decreased. Finally, this study analyzed inter-regional and intra-regional distribution of educational resources and found that the number of classes and class size showed uneven. Further, this study estimated the number of school-age population and classes in next six years, and made an adjustment in the number of schools in accordance with optimal scale to be the basis of dividing the boundary of school areas.