Abstract: After 1980s，resource exhaustion in cities dependent on natural resources as the major economic engine began to hinder economic development in those cities.Strengthened ties with neighboring cities and help from external forces are worthwhile means to develop economy in resource-exhausted cities.Taking Baiyin City as an example，this paper analyzes and discusses ways to develop its tertiary industry base on Lanzhou-Baiyin economic integration.We hope to provide useful lessons for the resource-exhausted cities which are undergoing industrial restructuring.

Key words: regional economic integration, resource-exhausted cities, development of tertiary industry, sustainable development, economic development pattern