Water-level measurements were made on a periodic basis in 16 wells throughout an area of about 730 square miles in Bladen and Robeson Counties, North Carolina, from September 1992 to October 1994. Water levels from the wells were used to construct a map of the potentiometric surface of the upper Cape Fear aquifer in the fall of 1994. This map can be used to infer the direction of ground-water movement in the aquifer. Withdrawals from wells at pumping centers, such as in the Tar Heel and Elizabethtown areas, has disrupted the natural pattern of ground-water flow. Ground water flows toward pumped wells resulting in cones of depression in the potentiometric surface. Water levels measured in 14 wells in 1992 and 1994 were used to estimate change in ground-water levels for the upper Cape Fear aquifer in the study area. During 1992-94, water-level declines occurred in the aquifer throughout much of the area as a result of pumping. The greatest decline was 90.6 feet in Bladen County.