Land Use change marked by the shift of land usage to another. Banyumanik Sub-district is an administrative areas in southern part of Semarang City with higher elevation compared to City Center. The increase of tidal flood caused changes the land use of Banyumanik to residential. In this study we try to model the land use change of Banyumanik using Land Use and Land Cover Changes (LULCC) Packages in R. Using land use of 2011, 2013, and 2016 as input, elevation, slope, and distance to road as parameters, and population data for growth analysis. This study consists of firstly, study area extraction from input and rasterization. Secondly change probability model creation and comparation of population changes to residential changes, Lastly, obtaining actual change and the probability models in the form of maps and charts that describes the land use change in the future as probability model. The land use change to residential does not cope the population growth, and resulting a higher population density. We also found a temporal pattern of residential occurance over residential probability, where occurance slightly decreases as the probability rises, but jumps for the highest probability. Between 2011 and 2013, from area of 0.126km2to 0.165km2. And between 2013 to 2016, it also shift from 0.177km2 to 0.286km2. It can be concluded that a general increment also took place to the existing pattern.