Land changes in urban areas are a common thing. Along with the increase in economic activity, the population also increased and resulted in changes in land use. This results in uncomfortable, unsafe and inefficient urban conditions. This problem can be anticipated by predicting changes in land cover, from the result of prediction of landcover, the direction of urban growth will be known. The purpose of this research is to analyse and modelling land use changes and to predict the urban growth. One methodology for modelling land cover is to use the Cellular Automata model. Using land cover data from Landsat Satellite Imagery in 1999 and 2009, it can predict that land cover in 2019 until 2031, after calculating the validity value using a kappa accuracy test of 0.79. Results of the model are that development of the city of Cirebon leads to the southern part of the District of Harjamukti. It happens because, in the area of Harjamukti District, there is a lot of lands that can convert into developed land.