The Ucayali River is a major tributary of the Amazon, but it narrows considerably toward its headwater at the base of the Andes. This region, the upper Ucayali Valley, is of biological interest for the large number of closely related birds elsewhere separated from each other by major rivers that come into close proximity and potential contact. Between 2006-2011, we conducted the first modern ornithological inventory of the upper Ucayali River and sampled localities in all major avian habitats on either side of the river. We document the continued importance of the Ucayali River as a biogeographic barrier, even at the headwater, but also find that some mixing occurs, both in the form of taxa crossing to the "wrong" bank and in the potential intergradation of distinct forms. We describe the biogeography of birds in the region, characterize the avifaunas of major habitats, and discuss in detail species of particular biogeographical interest. © 2014 by the Wilson Ornithological Society.