This study provides one historical and two alternative future contexts for evaluating land cover modifications within the Upper Mississippi River (UMR) floodplain. Given previously documented changes in land use, river engineering, restoration efforts and hydro-climatic changes within the UMR basin and floodplain, we wanted to know which of these changes are the most important determinants of current and projected future floodplain land cover. We used Geographic Information System data covering approximately 37% of the UMR floodplain (3232 km2) for ca 1890 (pre-lock and dam) and three contemporary periods (1975, 1989 and 2000) across which river restoration actions have increased and hydro-climatic changes have occurred. We further developed two 50-year future scenarios from the spatially dependent land cover transitions that occurred from 1975 to 1989 (scenario A) and from 1989 to 2000 (scenario B) using Markov models.Land cover composition of the UMR did not change significantly from 1975 to 2000, indicating that current land cover continues to reflect historical modifications that support agricultural production and commercial navigation despite some floodplain restoration efforts and variation in river discharge. Projected future land cover composition based on scenario A was not significantly different from the land cover for 1975, 1989 or 2000 but was different from the land cover of scenario B, which was also different from all other periods. Scenario B forecasts transition of some forest and marsh habitat to open water by the year 2050 for some portions of the northern river and projects that some agricultural lands will transition to open water in the southern portion of the river. Future floodplain management and restoration planning efforts in the UMR should consider the potential consequences of continued shifts in hydro-climatic conditions that may occur as a result of climate change and the potential effects on floodplain land cover.