In this paper land-use land-cover change dynamics was investigated by the combined use of satellite remote sensing and geographical information systems (GIS). The objective of this paper was to determine transition among land-use land-cover types in Mumbai over a period of 28 years from 1973 to 2001, and to access the reasons for this change. Using a Landsat Multi Spectral Scanner (MSS), Landsat Thematic Mapper (TM) and Landsat Enhanced Thematic Mapper Plus (ETM+) from 1973, 1992 and 2001 respectively, the three images were classified into six land-use land-cover types: water, wetland, forest, bare land, built-up land and high density built-up land. An accuracy assessment was performed, transition matrices were created and maps were produced depicting the change in all the classes in the three years. The reasons for the change were also analyzed. It was seen that significant changes in land-use land-cover occurred within the area over the study period. As expected, the area showed significant increase in the built-up and high density built-up area. The results also showed change in the land-use land-cover from built-up area to forest area showing the effects of reforestation taking place in the city. The study demonstrates that the integration of remote sensing and GIS was an effective approach for analyzing the land-use land-cover change process.