GPS satellites broadcast at two frequencies (L1 of 1575.42 MHz and L2 of 1227.6 MHz). The dispersive property of the ionosphere is frequently used to correct positional measurements for ionospheric effects. Independent measurements at the two frequencies can also be combined to form a relative ionospheric delay and a measure of the total electron content (TEC) which is uncertain by an additive constant. In a previous paper (Musman et al., 1990) estimates of this offset were utilized in constructing models of the time history of the equivalent zenith delay at Westford, Massachusetts. An ionospheric model composed of uniform shells whose electron density changes slowly in a typical diurnal pattern would produce relative ionospheric delays with a simple u-shaped or j-shaped curve. Most of the change in delay would be a result of changes in geometry between the observer and the satellite. Departures from a simple pattern are indicative of ionospheric disturbances and the influence of the protonosphere. From GPS data alone, it is ambiguous whether these disturbances are due to spatial structures, temporal changes, or some combination of the two. Equatorial spread F(ESF) refers to a variety of equatorial ionospheric disturbances, some of which are associated with rising plasma plumes having low electron density and a high degree of turbulence. This phenomenon occurs primarily between local sunset and local midnight at sites within about 15¿ of the magnetic equator. In some seasons, disturbances can occur during two out of three evenings, while at other times it can be much quieter. GPS observations at Kwajalein (9¿N latitude) reported here for August 14, 1990, show severe ionospheric disruption. Two independent and simultaneous sets of radar observations confirm the presence of ESF and reveal quite a bit about the spatial and temporal conditions which affect the system. GPS observations on August 15, 1990, when no ESF was present are much quieter. We find that tens of minute variations in the TEC correspond to the motion of large scale features across the GPS field of view. More severe GPS effects are seen to be collocated with turbulent low density plumes which rise rapidly to high altitudes and drift west to east across the GPS line of sight. Severe disruption can occur in moderately sophisticated GPS systems during such events, at least near solar maximum. ¿ American Geophysical Union 1996