A developing apparatus for use in an image forming apparatus includes a developer bearing member having a magnetic field generating device internally and configured to bear and convey two-component developer including toner and magnetic carrier, a first regulating member configured to regulate an amount of the developer born and conveyed by the developer bearing member, a developer container section for storing the developer scraped off by the first regulating member, a second regulating member arranged upstream of the first regulating member in a conveying direction of the developer on the developer bearing member, and a toner container section for supplying toner to the developer bearing member. The developing apparatus changes a toner take-in condition of the developer on the developer bearing member by changing a contact condition between the developer and the toner according to a change of a toner density of the developer on the developer bearing member. A surface of the second regulating member facing the developer bearing member has an area large enough to unify a layer thickness of the developer on the image bearing member in the axial direction of the developer bearing member.