The hydrologic properties and ground-water flow systems of Paleozoic sedimentary rocks in the Upper Colorado River Basin were investigated under the Regional Aquifer-System Analysis (RASA) program of the U.S. Geological Survey in anticipation of the development of water supplies from bedrock aquifers to fulfill the region's growing water demands. The study area, in parts of Arizona, Colorado, New Mexico, Utah, and Wyoming, covers about 100,000 square miles. It includes parts of four physiographic provinces--the Middle Rocky Mountains, Wyoming Basin, Southern Rocky Mountains, and Colorado Plateaus. A variety of landforms, including mountains, plateaus, mesas, cuestas, plains, badlands, and canyons, are present. Altitudes range from 3,100 to 14,500 feet. Precipitation is distributed orographically and ranges from less than 6 inches per year at lower altitudes to more than 60 inches per year in some mountainous areas. Most of the infrequent precipitation at altitudes of less than 6,000 feet is consumed by evapotranspiration. The Colorado and Green Rivers are the principal streams: the 1964-82 average discharge of the Colorado River where it leaves the Upper Colorado River Basin is 12,170 cubic feet per second (a decrease of 5,680 cubic feet per second since construction of Glen Canyon Dam in 1963). On the basis of their predominant lithologic and hydrologic properties, the Paleozoic rocks are classified into four aquifers and three confining units. The Flathead aquifer, Gros Ventre confining unit, Bighorn aquifer, Elbert-Parting confining unit, and Madison aquifer (Redwall-Leadville and Darwin-Humbug zones) make up the Four Corners aquifer system. A thick sequence, composed mostly of Mississippian and Pennsylvanian shale, anhydrite, halite, and carbonate rocks--the Four Corners confining unit (Belden-Molas and Paradox-Eagle Valley subunits)--overlies the Four Corners aquifer system in most areas and inhibits vertical ground-water flow between the Four Corners aquifer system and the overlying Canyonlands aquifer. Composed of the uppermost Paleozoic rocks, the Canyonlands aquifer consists, in ascending order, of the Cutler-Maroon, Weber-De Chelly, and Park City-State Bridge zones. The Paleozoic rocks are underlain by a basal confining unit consisting of Precambrian sedimentary, igneous, and metamorphic rocks and overlain throughout most of the Upper Colorado River Basin by the Chinle-Moenkopi confining unit, which consists of Triassic formations composed mostly of shale. The largest values of porosity, permeability, hydraulic conductivity, transmissivity, and artesian yield are exhibited by the Redwall-Leadville zone of the Madison aquifer and the Weber-De Chelly zone of the Canyonlands aquifer. The former consists almost entirely of Devonian and Mississippian carbonate rocks: the latter consists mostly of Pennsylvanian and Permian quartz sandstone. Unit-averaged porosity in hydrogeologic units composed of Paleozoic rocks ranges from less than 1 to 28 percent. Permeability ranges from less than 0.0001 to 3,460 millidarcies. Unit-averaged hydraulic conductivity ranges from 0.000005 to 200 feet per day. The composite transmissivity of Paleozoic rocks ranges from 0.0005 to 47,000 feet squared per day. Artesian yields to wells and springs (excluding atypical springflows) from these hydrogeologic units range from less than 1 to 10,000 gallons per minute. The permeability and watersupply capabilities of all hydrogeologic units progressively decrease from uplifted areas to structural basins. Recharge to the Paleozoic rocks is provided by direct infiltration of precipitation, leakage from streams, and ground-water inflows from structurally continuous areas west and north of the Upper Colorado River Basin. The total recharge available from ground-water systems in the basin from direct precipitation and stream leakage is estimated to be 6,600,000 acre-feet per year. However, little of this recharge directly enters the Paleozoic rocks