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The article analyses territorial change of Klaipėda city and its suburban areas in the period of 2005-2013 by using different methods. During this decade, Klaipėda city experienced major demographic and economic changes. Therefore, today it is still important to predict future development, expansion and metamorphosis of the city in order to avoid spatial planning failure, rising from social, demographic, and economic problems. Today suburbanization process changes the cities, therefore, they become emptier. Klaipėda city is no exception. The main aim of this article is to create Klaipėda city model by identifying the most probable development scenario. In the course of this research the following methods have been used: morphological analysis, which helped to identify the development model of Klaipėda city, Delphi analysis, used as a support for the study of the morphological analysis, and other methods such as digitalization of satellite images, GIS analyses of urban places databases and evaluation of combination of orthophoto and GIS urban places databases. During the research important conclusions have been made: Klaipėda city will develop according to the marine and tourism-attractive city model and is facing important changes in the expansion of the city to the suburbs. All the presented scenarios affect urban development. Such scenarios are presented as objectives in the Strategic Plan of Klaipėda city and are inseparable from each other. [ABSTRACT FROM AUTHOR]