Changes in land and water use and increasing development of water resources in the Carson River basin may affect flow of the river and, in turn, affect downstream water users dependent on sustained river flows to Lahontan Reservoir. To address these concerns, the U.S. Geological Survey, in cooperation with the U.S. Fish and Wildlife Service, Churchill County, and the Truckee-Carson Irrigation District, began a study in April 2006 to compile data on changes in land and water use, ground-water levels and pumping, streamflow, and water quality, and to make preliminary analyses of ground-water and surface-water interactions in the Carson River basin upstream of Lahontan Reservoir. The part of the basin upstream of Lahontan Reservoir is called the upper Carson River basin in this report. In 2005, irrigated agricultural land covered about 39,000 acres in Carson Valley, 3,100 acres in Dayton Valley, and 1,200 acres in Churchill Valley. Changes in land use in Carson Valley from the 1970s to 2005 included the development of about 2,700 acres of native phreatophytes, the development of 2,200 acres of irrigated land, 900 acres of land irrigated in the 1970s that appeared fallow in 2005, and the irrigation of about 2,100 acres of new agricultural land. In Dayton and Churchill Valleys, about 1,000 acres of phreatophytes and 900 acres of irrigated land were developed, about 140 acres of phreatophytes were replaced by irrigation, and about 600 acres of land irrigated in the 1970s were not irrigated in 2006. Ground-water pumping in the upper Carson River basin increases during dry years to supplement surface-water irrigation. Total annual pumping exceeded 20,000 acre-ft in the dry year of 1976, exceeded 30,000 acre-ft in the dry years from 1987 to 1992, and increased rapidly during the dry years from 1999 to 2004, and exceeded 50,000 acre-ft in 2004. As many as 67 public supply wells and 46 irrigation wells have been drilled within 0.5 mile of the Carson River. Pumping from these wells has the potential to affect streamflow of the Carson River. It is not certain, however, if all these wells are used currently. Annual streamflow of the Carson River is extremely variable, ranging from a low of about 26,000 acre-ft in 1977 to slightly more than 800,000 acre-ft in 1983 near Fort Churchill. Graphs of the cumulative annual streamflow and differences in the cumulative annual streamflow at Carson River gaging stations upstream and downstream of Carson and Dayton Valleys show an annual decrease in streamflow. The annual decrease in Carson River streamflow averaged about 47,000 acre-ft through Carson Valley, and about 11,000 acre-ft through Dayton Valley for water years 1940-2006. The decrease in streamflow through Carson and Dayton Valleys is a result of evapotranspiration on irrigated lands and losses to ground-water storage, with greater losses in Carson Valley than in Dayton Valley because of the greater area of irrigated land in Carson Valley.