Recent geologic mapping at a scale of 1:24,000 has enabled a qualitative correlation of the occurrence of springs and sinkholes with bedrock structures and ground-water conditions in the northern Great Valley of Virginia and West Virginia. Sinkholes tend to be concentrated in zones of faulting, local minor folding, and clustered within susceptible bedrock units at the noses and axes of large plunging folds. Alignment of sinkholes mainly occurs along strike of bedding. Enhanced rock solution and conduit formation correlates with carbonate units of greater limestone purity and finer grain size, suggesting some lithologic control on karst formation. In addition, there is an apparent topographic correlation, with sinkholes usually formed in elevated and flat (<5 degrees slope) areas, as well as frequent sinkhole occurrence proximal to entrenched surface streams. Density of sinkhole occurrence tends to increase in areas where water-table fluctuations are large. Large perennial springs occur along faults, and may lie above base level streams indicating upward flow gradients particularly where cross-strike faults and joints intersect bedding planes and strike-parallel faults. Sinkhole formation also frequently occurs in areas proximal to entrenched surface streams, reflecting subsequent vadose-zone modification and excavation of sediment-filled conduits where downward ground-water flow gradients are most steep. Geologic evidence indicates that deep karst development may have taken place by rising fluids under confined (hypogenic) conditions in the distant geologic past in this region.