The hydrogeology of the Upper zone of the Lower Floridan aquifer and its relation to water quality were evaluated during a 3-year (1993-96) study. The Floridan aquifer system, a carbonate aquifer system composed of the Upper Floridan aquifer, a middle semi-confining unit, and the Lower Floridan aquifer, is the major source of water supply in northeastern Florida. The Lower Floridan aquifer is further subdivided into the Upper zone, a semi-confining unit, and the Fernandina permeable zone. As a result of increased withdrawals, heads in the aquifer system have declined and at the same time chloride concentrations have increased in the water from many wells in Duval County. A better understanding of the sources of and pathways for movement of brackish water is needed so that water managers can monitor the movement of brackish water and plan future water development. Most of the wells in Duval County deeper than 900 feet penetrate the Upper Floridan aquifer and the Upper zone of the Lower Floridan aquifer. Transmissivity estimates for these zones range from 2,000 to 194,000 feet squared per day. Permeability in the Upper zone of the Lower Floridan aquifer is primarily related to secondary porosity developed along bedding planes, joints, and fractures as a result of paleokarst processes. The Upper zone is about 300 to 500 feet thick in Duval County, based on the geophysical logs of about 40 wells ranging in depth from about 1,000 to 2,200 feet. In some areas the Upper zone has a single flow zone, but in other areas, two distinct flow zones are apparent. Water samples collected during this study confirm the continued increase in chloride concentrations in both the Upper Floridan aquifer and the Upper zone of the Lower Floridan aquifer. Most of the observed increases are in the eastern part of the county, but a pattern in the locations of wells yielding water with chloride increases is not discernible. In some areas, zones bearing brackish water are underlain by zones of fresher water, but in other areas, fresher water was not found beneath the brackish water. A single fracture or solution feature was the source of brackish water in several wells. The most likely source of brackish water to the Upper zone of the Lower Floridan aquifer is the underlying Fernandina permeable zone, which contains freshwater in the western part of the county but saline water in the eastern part. The pathways for movement of saline water are interconnecting vertical and horizontal fracture or solution zones probably developed along paleokarst features that are not mappable from the land surface; therefore, a conventional monitor-well network probably would not provide early warning of saline-water intrusion. Continued monitoring of water-quality trends in water-supply wells, combined with collection of additional surface and borehole geophysical data, can provide an increased understanding of the movement of brackish water in the Floridan aquifer system.