The relationship between understory vegetation and actual and potential redcockaded woodpecker (Picoides borealis) cavities was measured in the North Carolina Sandhills. Understory measurements were made in a 0.01 ha circular quadrat around each of 60 red-cockaded woodpecker cavity trees and 60 randomly selected potential cavity trees. The height, basal area, species, and quarter number of each understory stem were recorded. Red-cockaded woodpeckers on our areas preferred excavating cavities in trees around which there were significantly fewer woody stems and a lower understory basal area than around random trees. Trees utilized by woodpeckers also had a lower occurrence of tall hardwood stems than random trees. Turkey and blackjack oaks (Quercus laevis and Q. marilandica), persimmon (Diospyros virginiana), longleaf pine (Pinus palustris) were common understory species around red-cockaded woodpecker cavity trees.