Urbanization in Pakistan has increased rapidly from 25% in 1972 to 42% in 2012. Peripheral zones are being pushed by urbanization much beyond their previous extents. Moreover, dispersed developments along the highways/motorways and unplanned expansion of existing urban centres is instigating a substantial loss of vegetation and open spaces. This research is an effort to analyse the relationship between urban expansion and land use/cover change using a combination of remote sensing, census and field data. Rawalpindi has been chosen as a study area because of its rapidly changing population density and land cover over the last few decades, and availability of satellite and census data. Landsat MSS and TM images of 1972, 1979, 1998 and 2010 which are compatible with the 1972, 1981, 1998 and 2012 Census of Pakistan dates were classified using the Maximum Likelihood classifier. The results of the assessment of classification accuracy yielded an overall accuracy of 75.16%, 72.5%, for Landsat MSS 1972, 1979 images and 84.5% and 87.1% for Landsat TM 1998 and 2010 images. Results reveal that the built up area of the study area has been increased from 7,017 hectares to 36,220 hectares during the 1972 -2012 period. This expansion has been accompanied by the loss of agricultural and forest land. There has been a decrease of approximately 10,000 hectares in cropped area and 2,000 hectares in forest land of the study area during the 1998-2012 inter-censal period. Corroboration of official census data, remote sensing results and field based qualitative data supports the view that high population growth rate, industrialization, better educational and transportation facilities and proximity of the study area to the capital (Islamabad) are the major factors of urban expansion and resulting land cover changes The present research is expected to have significant implications for other rapidly urbanizing areas of Pakistan in particular, and the Global South in general, in delivering baseline information about long term land use/cover changes.