Water-level measurements were made in 84 wells open to the upper Cape Fear aquifer at the end of 1986 to determine the configuration of its potentiometric surface over an area of approximately 5,500 sq mi. The major feature of the potentiometric surface is the development of a large, almost circular cone of depression as a result of the merging of a number of smaller cones. The center of the large cone lies along an axis between Greenville and Kinston. The potentiometric surface in the upper Cape Fear is nearly 100 ft below sea level at Greenville; it is more than 100 ft above sea level south of the Neuse River near Colorado.