Semarang City has a strong connection with Ungaran City as they are interlinked and connected by a good transportation system. However, Ungaran City growth is not solely influenced by Semarang City development. Ungaran as the sub-center is able to develop as an independent growth center for its surrounding areas mainly because of the existing industrial activities and its strategic location alongside the main road of Semarang – Yogyakarta – Solo. This paper aims to analyze the growth process of Ungaran City. It is find out that some areas in Ungaran City are able to act as a Counterurbanization of Semarang City and some others act as a Suburbanization.