The relation between groundwater and surface water in the Hillsborough River basin was defined through the use of: seismic-reflection profiling along selected reaches of the Hillsborough River, and evaluation of streamflow, rainfall, groundwater levels, water quality, and geologic data. Major municipal well fields in the basin are Morris Bridge and Cypress Creek where an averages of 15.3 and 30.0 million gal/day (mgd), respectively, were pumped in 1980. Mean annual rainfall for the study area is 53.7 inches. Average rainfall for 1980, determined from eight rainfall stations, was 49.7 inches. Evapotranspiration, corrected for the 5% of the basin that is standing water, was 35.7 in/year. The principal geohydrologic units in the basin are the surficial aquifer, the intermediate aquifer and confining beds, the Upper Floridan aquifer, the middle confining unit, and the Lower Floridan aquifer. Total pumpage of groundwater in 1980 was 98.18 mgd. The surficial aquifer and the intermediate aquifer are not used for major groundwater supply in the basin. Continuous marine seismic-reflection data collected along selected reaches of the Hillsborough River were interpreted to define the riverbed profile, the thickness of surficial deposits, and the top of persistent limestone. Major areas of groundwater discharge near the Hillsborough River and its tributaries are the wetlands adjacent to the river between the Zephyrhills gaging stations and Fletcher Avenue and the wetlands adjacent to Cypress Creek. An estimated 20 mgd seeps upward from the Upper Floridan aquifer within those wetland areas. The runoff/sq mi is greater at the Zephyrhills station than at Morris Bridge. However, results of groundwater flow models and potentiometric-surface maps indicate that groundwater is flowing upward along the Hillsborough River between the Zephyrhills gage and the Morris Bridge gage. This upward leakage is lost to evapotranspiration. An aquifer test conducted in 1978 at the Morris Bridge well field was evaluated by using an anisotropic method. Analytical results matched observed water levels within 0.1 ft. Analysis of aquifer test results indicates that withdrawals of up to 28 mgd would have a negligible effect on the river stage or flow. (Author 's abstract)