Human land use will increasingly contribute to habitat loss and water shortages in California, given future population projections and associated land-use demand. Understanding how land-use change may impact future water use and where existing protected areas may be threatened by land-use conversion will be important if effective, sustainable management approaches are to be implemented. We used a state-and-transition simulation modeling (STSM) framework to simulate spatially-explicit (1 km²) historical (1992-2010) and future (2011-2060) land-use change for 52 California counties within Mediterranean California ecoregions. Historical land use and land cover (LULC) change estimates were derived from the Farmland Mapping and Monitoring Program dataset and attributed with county-level agricultural water-use data from the California Department of Water Resources. Five future alternative land-use scenarios were developed and modeled using the historical land-use change estimates and land-use projections based on the Intergovernmental Panel on Climate Change's Special Report on Emission Scenarios A2 and B1 scenarios. Spatial land-use transition outputs across scenarios were combined to reveal scenario agreement and a land conversion threat index was developed to evaluate vulnerability of existing protected areas to proximal land conversion. By 2060, highest LULC conversion threats were projected to impact nearly 10,500 km² of land area within 10 km of a protected area boundary and over 18,000 km² of land area within essential habitat connectivity areas. Agricultural water use declined across all scenarios perpetuating historical drought-related land use from 2008-2010 and trends of annual cropland conversion into perennial woody crops. STSM is useful in analyzing land-use related impacts on water resource use as well as potential threats to existing protected land. Exploring a range of alternative, yet plausible, LULC change impacts will help to better inform resource management and mitigation strategies.