The present study makes an attempt to assess land use/land cover (LU/LC) changes at watershed level through remote sensing and GIS techniques, in Makhawan Watershed, Madhya Pradesh (India). The study involves multi-temporal satellite data of IRS-1D LISS III of 2001 and IRS-P6 LISS III of 2011, which have been analyzed visually. The study reveals that major LU/LC changes were due to the combined effects of many parameters, viz.; decline in average rainfall, more urbanization, sustainable agricultural activities and successful wasteland reclamation programmes. The major LU/LC changes noticed in the watershed decrease in uncultivated land (15.79%), wasteland whereas increases in open scrub (13.99%) and cultivated land. Changes in LU/LC categories are also compared with elevation which shows that most of the changes are associated with low lying areas (lower elevation ranges) except open scrub which shows changes in both low as well as high elevation ranges. Another notable change is the shrinkage of reservoir during 2001-2011 period which is linked to the decline in rainfall over the years.