The incursion of residential and commercial development into terrestrial habitats is resulting in measurable changes to the composition and pattern of habitats and to the fauna and flora associated with them. To better understand the effects of urbanization on Rhode Island's landscape, we documented land-cover changes between 1972 and 1999 using Landsat remote sensing data. Analyses indicate land-cover changes involved major transitions of forested land to urban land-classes. For example, 14,986 hectares of forested land was converted into urban land between 1972 and 1985 resulting in a 21.0% increase in urban land-cover. Likewise, 6,551 hectares of forested land with more hectares of deciduous forest (4,806 ha) was converted into urban land between 1985 and 1999 resulting in an 18.0% increase in urban land-cover. Quantitative analyses also revealed that as forested land declined in spatial extent it declined in connectivity as the number of forest patches increased in the state, including areas defined as open space or rare and endangered species' habitat.