Withdrawal of water from the Upper Floridan aquifer south of Port Royal Sound in Beaufort and Jasper Counties, South Carolina, has lowered water levels and reversed the hydraulic gradient beneath Hilton Head Island, South Carolina. Ground water that had previously discharged at the Sound is now being deflected southwest, toward withdrawals located near the city of Savannah, Georgia, and the island of Hilton Head. The reversal of this hydraulic gradient and the decline of water levels have caused saltwater in the Upper Floridan aquifer north of Port Royal Sound to begin moving southwest, toward water-supply wells for the town of Hilton Head and toward industries pumping ground water near Savannah. Analytical results from ground-water samples collected from wells in the Upper Floridan aquifer beneath and adjacent to Port Royal Sound show two plumes in the aquifer with chloride concentrations above the drinking- water standard. One plume of high chloride concentration extends slightly south of the theoretical predevelopment location of the steady- state freshwater-saltwater interface as indicated by numerical modeling. The other plume is present beneath the town of Port Royal, where the upper confining unit above the Upper Floridan aquifer is thin or absent. In these areas, the decline in water levels caused by ground-water withdrawals may have made it possible for water from tidal creeks to enter the Upper Floridan aquifer. Many wells completed in the upper permeable zone of the Upper Floridan aquifer show a distinct specific- conductance profile. One non-producing, monitoring well on Hilton Head Island (BFT-1810) was selected to depict a worst-case scenario to examine the short- and long-term water-chemistry and chloride fluctuations in the aquifer. Specific conductance was monitored at depths of 170, 190, and 200 feet below the top of the well casing. The specific conductance measured in 1987 ranged from approximately 450 microsiemens per centimeter near the top of the Upper Floridan aquifer to 1,500 microsiemens per centimeter near the lower, less permeable zone. Short-term fluctuations in conductance were measured at each probe and were found to be related to water-level fluctuations in the well caused by tidal cycles. The conductance varied regularly up to 100 microsiemens per centimeter, with an increasing time lag between high and low tides and low and high specific conductance for progressively shallower depths. Well BFT-1810 was monitored for specific conductance and water levels from October 1987 through September 1993. Specific conductance at the 170-foot probe showed little long-term change, while the 190- and the 200-foot probes showed long-term increases to approximately 4,000 and 10,000 microsiemens per centimeter, respectively. This well is located closest to one of the two plumes of saltwater delineated in the Upper Floridan aquifer, and the long-term chloride increases are a result of the movement of saltwater in the Upper Floridan aquifer toward Hilton Head Island under the influence of regional ground-water withdrawals.