Flow regulation effects on floodplain forests in the semi-arid western United States are moderately well understood, whereas effects associated with changes in floodplain land use are poorly documented. We mapped land cover patterns from recent aerial photos and applied a classification scheme to mainstem alluvial floodplains in 10 subjectively selected 4th order hydrologic units (subbasins) in the Upper Colorado River Basin (UCRB) in order to document land use patterns (floodplain development) and assess their effects on Fremont cottonwood forest (CF) regeneration. Three of the mainstem rivers were unregulated, five were moderately regulated and two were highly regulated. We classified polygons as Undeveloped (with two categories, including CF) and Developed (with five categories). We ground-truthed 501 randomly selected polygons (4-28% of the floodplain area in each subbasin) to verify classification accuracy and to search for cottonwood regeneration, defined as stands established since regulation began or 1950, whichever is most recent. From 40% to 95% of the floodplain area remained undeveloped, but only 19-70% of the floodplain area was classified as forest. Regeneration occupied a mean of 5% (range 1-17%) of the floodplain. The likelihood of the presence of regeneration in a polygon was reduced 65% by development and independently in a complex manner by flow regulation. Our analyses indicate that floodplain forests may be in jeopardy on both regulated and unregulated rivers and that information on historical forest extent is needed to better understand their current status in the UCRB. Conservation efforts need to be coordinated at a regional level and address the potentially adverse affects of both flow regulation and floodplain development.