Amplitude-modulated atomic force microscopy (AM-AFM) has been used to study the nanostructure of cetylpyridinium chloride (CPCl)-hexanol-0.2 M NaCl sponge (L-3) and lamellar (L-alpha) phases near a mica surface. For both phases, membrane volume fractions of 22, 27, and 32 vol % were investigated, with the L-3 or L-alpha phase selected by adjusting the co-surfactant/surfactant ratio (hexanol/CPCl). For the L-3 phase, the presence of the surface flattens the three-dimensional bulk structure. AM-AFM clearly resolves the membrane and solvent passages in the near surface layer. Increasing the membrane volume fraction decreases the size of the image features because of the lower solvent content. Within error, the average passage sizes in the near surface layer are the same as those in the bulk at the same concentration. Images of the L-alpha phase reveal undulating near surface sheets. At the highest membrane concentration, the image is very smooth, because the lamellar sheet is confined between the surface and the next near surface layer, which is in close proximity as a result of the low solvent content. As the membrane concentration is reduced, the space between layers is increased and undulations appear in the near surface lamellar structure. Undulations are more pronounced at the lowest membrane volume fraction.