The aim of this paper was to analyse land use/ land cover (LU/LC) changes between 1975, 1987 and 2005 in the flood plain of river Benue using satellite images. Land SAT MSS image of 1975, Land SAT ETM images of 1987 and 2005 were used to determine the changes in land use/land cover over a period of 30 years. Using Arc GIS 9.3, the images were classified into eight(8) land use/ land cover types namely Built up areas, Water bodies, Crop lands, Grassland, Green landscape belts, Marshy green lands, Open spaces and Forest gallery. Significant changes occur in all classes of Land use/
Land cover between 1975, 1987 and 2005. the result reveals an increase in Built up areas, Cropland and decrease in Forest gallery, Marshy grassland and Open spaces within the study period (1975 – 2005) . Within this period, Built up area increase from 5% in 1995 to 13.8% in 1987 and 15.3% in 2005, while forest gallery decreased from 8.9% in 1975, to 3.6% in 1987 and 2.24% in 2005.Based on the pattern of changes shown by this study, recommendation aimed at ensuring a sustainable resources management within the area such as the adaption of affore station and agro forestry were proffered.