Land cover changes are among the most important alterations of the earth’s land surface which affect environment and environmental processes. Nowadays with regard to population growth and people tendency to live in urban centers, most of the land cover changes take place in urban areas. Urban growth in population and spatial extent has occurred during recent decades. Changes in urban extent settings may have some environmental impacts in local, regional, national and international scales. Having access to up to date and accurate information about land cover and its changes especially in urban areas is important for decision making and urban planning. Besides detecting changes occurred in an area in the past, predicting and modeling future changes is important for recognizing quality and quantity of changes. Determining past changes will help planners and managers to compensate damages and losses and not to repeat their mistakes. Future change prediction and modeling is critical for long term planning and preventing some undesirable environmental changes. Post- Arak metropolitan area and its periphery. Arak is one of the cities which has undergone fast urban expansion during recent decades due to industrialization and population immigration. This expansion has some influences on Arak ’ s periphery. In this study for land cover change detection and evaluation of Arak during 1956-2006, aerial photos from 1956 and 1972, Landsat TM and ETM + and IRS-P6 LISS-III images acquired in 1980, 1990 and 2006 and post- dir=ltr Keywords : Land cover, change detection, change prediction, Artificial neural networks, V-I-S, markov model