This study examined land use land cover (LULC) dynamics in Upper Benue River Basin, Nigeria. The study makes use of primary and secondary data. Landsat Imageries for the years 1981, 2001 and 2021 were used in the study. Supervised approach with maximum likelihood classifier was adopted for the classification and generation of LULC maps. Markov Cellular Automata model was used to predict the status of LULC of the catchment for year 2070. The findings of the study reveal remarkable changes in the land use land cover of the Upper Benue River Basin. The land cover has witnessed downward trend in the percentage area covered by vegetation and bare surface resulting in 15.4% and 2.6% losses respectively. The result of the findings reveals that the built-up area and rock outcrop has shown significant gains of 15.2% and 2.9% of the study area respectively. Water body has been stable with 0% change, though, it witnessed a marginal decline in 2001. The land use land cover change observed in the Upper Benue River Basin was as a result of anthropogenic factors characterized by deforestation, expansion of agricultural lands, overgrazing among others. Based on the findings, the study recommended controlled grazing activity, deforestation and indiscriminate fuelwood exploitation and improved agronomic practices in the basin.