Water-level measurements were made in 68 wells throughout an area of about 860 square miles in Bladen and Robeson Counties, North Carolina, during September and October 1992. Water levels from 58 wells were used to determine the configuration of the potentiometric surface of the Black Creek aquifer. A map of the potentiometric surface shows the potential for ground water to flow from recharge areas in the local uplands to discharge areas, such as local streams and wells. Pumping from wells at major pumping centers, such as Elizabethtown in Bladen County and Lumberton in Robeson County, where water-level declines of more than 12 feet were recorded from 1988 to 1992, has resulted in cones of depression in the potentiometric surface. The cones were about 4 and 6 miles long across the major axes beneath the Elizabethtown and Lumberton areas, respectively, in 1992. Water levels measured in eight wells in 1988 and 1992, supplemented with water levels in two additional wells from driller's well- construction records, were used to estimate average yearly rates of ground-water change for the upper Cape Fear aquifer for part of the study area. During 1988-92, water-level declines occurred in the aquifer throughout much of the area as a result of pumping. The greatest decline, an average of 4.1 feet per year, was in Bladen County.