The major objective of this study was to develop a CA model that can amalgamate different ground processes in predicting the land use land cover changes, taking Pune as an example. In the course of this study I have also used the SLEUTH model to depict the urbanization processes. Changes in the Land Use Land Cover during 1974 to 2011 using supervised classification as well as model outputs have also been studied. The classes taken into account for the study were Agriculture (Total), Available land (Barren+Scrub+OpenScrub+GrassLand), Forest, Urban, Water. The significant drop in area under agriculture from 2006 to 2011 contradicted increasing trend till 2005. The 'available' land which was decreasing until 2008 indicates that it was being replaced earlier by agriculture. It now has started increasing indicating agricultural land getting converted into barren land or open scrub as area under class 'Forest' does not show very significant change over the years. The urban growth rate from 1973 to 1992 is surpassed by the growth rate between 1992 and 2006, and then again this growth rate is surpassed by the growth rate between 2006 and 2011.