A GIS (geographic information systems) database was constructed from aerial photographs, a vegetation map, and topographic map data of the Ngeremeduu Bay Drainage Area (NBDA), Palau, to examine relationships between upland land cover dynamics, environmental variables, and past land use. In 1992, 82.9 percent of the NBDA was forest, 16.6 percent was grassland, and 0.5 percent consisted of village areas. Between 1947 and 1992, there was a 11.2 percent reduction of grassland area primarily due to a 10.9 percent increase in forest cover. These land cover changes led to larger, more continuous stretches of forest and numerous, highly fragmented grassland patches. Significant relationships (P < 0.001) were found between the spatial distribution of forest and grassland cover and slope, elevation, soil pH, and percent soil organic matter. These patterns, however, may have resulted from past farm site selection rather than from ecological relationships. Our results indicate that areas of forest expansion were significantly (P < 0.001) associated with the location of abandoned agricultural communities. In addition, over 92 percent of areas of forest expansion occurred within 100 m of established forest. These results suggest that the proximity of established forest facilitate forest recovery following human disturbance.