In this study, the author attempts to analyze the development process and characteristics of large-scale residential estates developed by a private railway enterprise, in order to clarify the problems accompanied with such large-scale residential development. For this purpose, the author has investigated Tama Den'en Toshi (lama Country Town) developed by the Tokyo Electric Express Railway, Ltd. (Tokyu, for short), focusing his attention especially to the behavior and policies of the developer. Generally, private railway enterprises have been the main developer of large-scale residential estates in Japan. Particulaly, they have developed many large-scale residential estates in conjunction with the construction of new rail lines. Tama Den'en Toshi is a typical example and has been developed by Tokyu since 1953. It is located in the south-western suburbs of Tokyo, with about 15-35km from the city-center. Tama Den'en Toshi comprises four separate zones of development, the first of which is approximately 15 km from Tokyo, while the farthest is approximately 35 km from Tokyo. The total area is 5, 000 ha and its planned population will comes up to 400, 000. The new line Den'en Toshi Sen, was opened by Tokyu in 1966 and is now serving the community. At present, Tama Den'en Toshi has a population of 300, 000. The results of this study are summarized as follows. 1. Because Tokyu was not able to buy up the whole area along the new line, it pursued a method of land adjustment works in cooperation with local landowners. For example, between 1953 and 1966 Tokyu purchased about 660 ha, but this represented only 13% of the area to be developed and it was therefore necessary to adopt a “cooperative development program.” Thus, Tokyu was able to carry out its large-scale development plan in spite of its own small, dispersed holdings, through negotiation with local landowners. Furthermore, Tokyu succeeded in obtaining many new holdings at the low price in exchange for the cost of land adjustment works. 2. Expecting an increase in railway fare revenue, Tokyu encouraged the development of multistory residential estates by the Japan Housing Corporation, as well as building multistory apartment houses by itself. This shift of development from low-density to high density leads to a shortage of public facilities, especially schools and the degradation of dwelling-environment in some places. 3. Tokyu had first developed remote parts within the development area before it set to work at places close to Tokyo, to get a large profit. This caused the rise of land prices in the nearer places, and led to these sites being sold more slowly. 4. Tokyu did not control the land-use of the local landowners' holdings. It has developed mainly high grade houses and apartment houses, while local landowners have built mainly low--grade houses apartment houses and dormitories. This trend led to mixed land-uses in the residential section. These findings focus attention on the development process and characteristics of a large scale residential estate, which reflects the behavior and policies of the developers.