The basins of rivers Guapi-Macacu Caceribu are located east of the basin of the Bay of Guanabara, in Rio de Janeiro and their watercourses supply water to more than two million people. Their water resources are considered of good quality, but factors such as the removal of riparian vegetation, inappropriate use of land, rectification and siltation of rivers, erosion, urban sprawl, lack of treatment of sewage and the establishment of industries, including the Rio de Janeiro's Complex Petrochemical Rio de Janeiro (COMPERJ) modify the water quality and the storage capacity of these basins. The occurrence of continuous spatial and temporal changes of use and land cover in catchment areas of rivers Guapi-Macacu Caceribu and without the support of adequate funding has caused changes in the structure of the landscape of the region and may bring undesirable consequences for the environment as for the activities of man. Thus, it is necessary to gather information and meet this dynamic process of use and coverage to support the planning of actions in the short, medium and long term, to adequate land use and improving environmental quality in river basins question. Thus, this study aimed to map the spatial-temporal use and land cover in a period previous to the installation of COMPERJ, for the years 1997 and 2007 to record the current scenario and create a starting point for monitoring region's future post-deployment of this enterprise. Mappings were performed for space-time (1997-2007) of use and land coverage using images from Landsat satellite, aerial photographs, survey of secondary data and field work. In addition, this study also aimed to analyze the effect of atmospheric correction on the multitemporal images of the region, using the method of subtraction of the gray levels in the environment ENVI 4.5. The results indicated that this method was not effective in reducing the atmospheric effects of images, and have continued to have a significant influence on the spectral response of the targets. The analysis of the dynamics of land use, the results showed that in 10 years, in terms of absolute values, changes in land cover were occasional and not very responsive. However, individually, changes occurred in some classes of use, among which can be highlighted, for example: The class vegetation in the intermediate stage of regeneration has only reduction in area (12.5 ha), which turned into pasture. Distributed throughout the study region were observed areas of suppression of vegetation in initial stage of regeneration, and noticed an increase in concentration saw Soarinho. These areas began to be occupied by pasture (275 ha), exposed soil (3 ha), water (4.8 ha) and urbanized area of low density (22.7 ha). On the other hand, there was also an increase of vegetation in initial stage of regeneration observed in the vicinity of the Mountain area, north of Macacu and southern Caceribu that was once pasture and agriculture. Was also a small increase in area of mangrove class (127.48 ha) of the APA Guapimirim. The agriculture class, the observed changes relate mainly to the areas of temporary crops. The standing crops due to its sparse distribution on the ground and are made up of small plots and/or located in the shaded, could not be identified clearly in the images. There was so much increased (701.71 ha) and reduction in class agriculture. The areas that have changed their grazing area to agricultural area totaled 891.4 ha and the reverse conversion totaled 178.4 ha. The pasture was a class that suffered the greatest reduction in area (1934.01 ha). However, it should be noted that some areas suffer seasonal changes between the pasture and agriculture, thus changing the use observed in the use class grazing were probably due to soil management and the seasonal farming activities. Moreover, in 2007 it was observed that one of the areas of pasture in 1997 became exposed soil, which is related to increased mining activities in the city of Niteroi, and partly turned into lots for development. The class exposed soil showed a significant increase in area, but that does not qualify on the change of land use, because this class were inserted the areas prepared for farming or grazing reform, which eventually may present as exposed soil. Classes urbanized area and urbanized area of low density experienced expansion in the period between 1997 and 2007, there was intensification of settlements and new areas were added from the conversion of areas previously occupied by pasture and vegetation at an early stage of regeneration. There was an increase in this period of new urban lots, predominantly in the river basin Caceribu, where there is an increasing trend of urbanization due to the installation of the Petrochemical Complex of Rio de Janeiro.Together these classes showed an increase of 504.69 ha, predominantly observed along the roads. The processes of urbanization are occurring mainly in the municipalities of Itaborai and Sao Goncalo. The class water showed an increase in area of 104.11 ha. The greatest change observed with regard to dam the beverage industry Schincariol in Waterfalls Macacu built to retain water. Part of the new areas of water are in areas occupied by mining, especially near the rivers Caceribu. It also observed an increase of small lakes in rural areas have been trained in fish farming and/or leisure activities. With respect to classes of use and coverage included in protected areas, the results indicated that there was more regeneration than removal of natural vegetation between 1997 and 2007. The best-preserved natural vegetation found in areas protected by conservation areas which inhibit the clearing of the remaining areas of Atlantic and help to maintain the quality and quantity of water in river, but does not prevent that they are progressively degraded, a factor that can be accentuated with the installation of COMPERJ.