The Spring Creek Basin, Centre County, Pa., is experiencing some of the most rapid growth and development within the Commonwealth. This trend has resulted in land-use changes and increased water use, which will affect the quantity and quality of stormwater runoff, surface water, ground water, and aquatic resources within the basin. The U.S. Geological Survey (USGS), in cooperation with the ClearWater Conservancy (CWC), Spring Creek Watershed Community (SCWC), and Spring Creek Watershed Commission (SCWCm), has developed a Watershed Plan (Plan) to assist decision makers in water-resources planning. One element of the Plan is to provide a summary of the basin characteristics and a conceptual model that incorporates the hydrogeologic characteristics of the basin. The report presents hydrogeologic data for the basin and presents a conceptual model that can be used as the basis for simulating surface-water and ground-water flow within the basin. Basin characteristics; sources of data referenced in this text; physical characteristics such as climate, physiography, topography, and land use; hydrogeologic characteristics; and water-quality characteristics are discussed. A conceptual model is a simplified description of the physical components and interaction of the surface- and ground-water systems. The purpose for constructing a conceptual model is to simplify the problem and to organize the available data so that the system can be analyzed accurately. Simplification is necessary, because a complete accounting of a system, such as Spring Creek, is not possible. The data and the conceptual model could be used in development of a fully coupled numerical model that dynamically links surface water, ground water, and land-use changes. The model could be used by decision makers to manage water resources within the basin and as a prototype that is transferable to other watersheds.