Many agricultural and forested areas in proximity to National Wildlife Refuges (NWR) are under increasing economic pressure to develop lands for commercial or residential development. The upper portion of the Little Blackwater River watershed - a 27 square mile area within largely low-lying Dorchester County, Maryland, on the eastern shore of the Chesapeake Bay - is important to the U.S. Fish and Wildlife Service (USFWS) because it flows toward the Blackwater National Wildlife Refuge (BNWR), and developmental impacts of areas upstream from the BNWR are unknown. One of the primary concerns for the refuge is how storm-water runoff may affect living resources downstream. The Egypt Road project (fig. 1), for which approximately 600 residential units have been approved, has the potential to markedly change the land use and land cover on the west bank of the Little Blackwater River. In an effort to limit anticipated impacts, the Maryland Department of Natural Resources (Maryland DNR) recently decided to purchase some of the lands previously slated for development. Local topography, a high water table (typically 1 foot or less below the land surface), and hydric soils present a challenge for the best management of storm-water flow from developed surfaces. A spatial data coordination group was formed by the Dorchester County Soil and Conservation District to collect data to aid decisionmakers in watershed management and on the possible impacts of development on this watershed. Determination of streamflow combined with land cover and impervious-surface baselines will allow linking of hydrologic and geologic factors that influence the land surface. This baseline information will help planners, refuge managers, and developers discuss issues and formulate best management practices to mitigate development impacts on the refuge. In consultation with the Eastern Region Geospatial Information Office, the dataset selected to be that baseline land cover source was the June-July 2005 National Agricultural Imagery Program (NAIP) 1-meter resolution orthoimagery of Maryland. This publicly available, statewide dataset provided imagery corresponding to the closest in time to the installation of a U.S. Geological Survey (USGS) Water Resources Discipline gaging station on the Little Blackwater River. It also captures land cover status just before major residential development occurs. This document describes the process used to create a land use database for the Little Blackwater watershed.