Recently the competition among retail activities has become severer in Japanese local regions. It is mainly due to the deregulation for large store locations and the changes in shopping behaviors of consumers. The decrease in small stores and the decline of shopping centers in the local cities have brought about the deterioration of living standard and the loss of economic vitality in surrounding areas. The rehabilitation of retail activities is now a key issue in Japanese city and regional planning. This paper aims to propose two analytical methods to examine the relationship between the accumulation of retail activities and the shopping behaviors in local municipalities. The first method decomposes the vitality of retail activities into four factors: the density of stores; the average size of stores; the average service ratio by the employee; and the labor productivity. The second method estimates the attractiveness of municipality as a shopping place by applying a linear regression model based on the Huff model. The methods have been applied to identify the trends in retail activities and shopping behaviors in 78 municipalities of Okayama prefecture. The study employs data from the Census of Commerce by the Ministry of Economy, Trade and Industry, and the survey of shopping behavior of residents by the Okayama Economic Research Institute for the years 1991, 1994 and 1997. The main findings of the study have revealed that the vitality of retail activity had a close relationship with the average store size and the labor productivity. The result coincides with the rapid growth of large-scale shopping centers in local regions. The small stores and the conventional shopping centers in city centers have been reduced under the severe competition with large stores. The shopping behavior of local residents has been greatly influenced by the scale of retail activities in municipalities. The decline of retail activities in local regions might lead to the loss of shopping opportunities and the further depopulation through the deterioration of living standard.