INTRODUCTION In developing countries, urban-driven economic and social changes on the edge of large cities were most intense. Rapid population increase, urbanization and changing socio-economic patterns have influenced spatial changes in peri-urban areas tremendously. The changes have resulted in a rising housing demand that was associated with the need for serviced land. (Garba and Al-Mubaiyedh, 1999; Mattingly and Gregory, 2006). For Thailand, spatial change in peri-urban Bangkok was so obvious. Askew (2002) described that Bangkok was the principal site where modernization and modernity was displayed and generated. The city later on became a metropolis and the ùcapital of everythingû. Although the emergence of Bangkok and the nature of its key economic and occupational changes were initially tied to international rice and commodity economy; in the past couple of decades the metropolis was promoted to function as an international trading and tourism center in Southeast Asia, and to stand in the position of a secondary city in the world urban network system. To date, Bangkok expansion has not only turned the metropolis and its surrounding five provinces into one of the worldûs largest urban agglomerations but also induced changes in the peri-urban land markets and livelihoods. This article presents findings from a research on ùurbanization and changes of settlement patterns in the peri-urban areas of Bangkokû undertaken in January 2007- May 2008. The research objectives were to investigate population dynamics and the changes of economic base and settlement patterns; and to obtain an understanding on existing conditions of urbanization in peri-urban Bangkok.