Urban sprawl in Mangalore and Udupi regions of Karnataka, India is modeled and analyzed using GIS and other techniques. Shannon's entropy and landscape metrics are used to analyze patterns and structures of urban growth. Regression analysis is performed to quantify relationships between factors like population, density, and distance from cities, and the extent of built-up areas. Non-linear models provide better predictions of cumulative effects of variables on urbanization compared to linear models. This methodology can effectively model and analyze urban sprawl dynamics.