Geophysical and lithologic well-log data from 30 wells and chloride data, and water-level data from oil-test wells, supply wells, and observation wells were evaluated to define the hydrogeologic framework at the U.S. Marine Corps Air Station, Cherry Point, North Carolina. Elements of the hydrogeologic framework important to this study include six aquifers and their respective confining units. In descending order, these aquifers are the surficial, Yorktown, Pungo River, upper and lower Castle Hayne, and Beaufort. The upper and lower Castle Hayne and Beaufort aquifers and related confining units are relatively continuous throughout the study area. The surficial, Yorktown, Pungo River, and upper and lower Castle Hayne aquifers contain freshwater. The upper and lower Castle Hayne aquifers serve as the Air Station?s principal supply of freshwater. However, the lower Castle Hayne aquifer contains brackish water near its base and there is potential for upward movement of this water to supply wells completed in this aquifer. The potential for brackish-water encroachment is greatest if wells are screened too deep in the lower Castle Hayne aquifer or if pumping rates are too high. Lateral movement of brackish water into aquifers incised by estuarine streams is also possible if ground-water flow gradients toward these bodies are reversed by pumping. The potential for the reversed movement of water from the surficial aquifer downward to the water-supply aquifer is greatest in areas where clay confining units are missing. These missing clay units could indicate the presence of a paleochannel of the Neuse River. A quasi three-dimensional finite-difference ground-water flow model was constructed and calibrated to simulate conditions at and in the vicinity of the Air Station for the period of 1987-90. Comparisons of 94 observed and computed heads were made, and the average difference between them is -0.2 feet with a root mean square error of 5.7 feet. An analysis was made to evaluate the sensitivity of the model to the absence of the Yorktown and Pungo River confining units in a 1-square-mile area in the southern part of the Air Station. This analysis resulted in a maximum simulated head increase of 2 feet in one 0.11-square-mile model cell in the Pungo River aquifer.