The Paradox Basin region is approximately bounded by the south flank of the Uinta Basin to the north, the Uncompahgre uplift and San Juan Mountains to the east, the Four Corners structural platform to the southeast, the north rim of the Black Mesa Basin and the Grand Canyon to the south and southwest, and the Wasatch Plateau and Hurricane fault system to the west. Some of these geologic features are areas of ground-water recharge or discharge whereas others such as the Four Corners platform do not directly influence fluid movement. The aquifer systems studied were: (1) Mississippian rocks; (2) Pinkerton Trail Limestone of Wengerd and Strickland, 1954; (3) Paradox Member of the Hermosa Formation; (4) Honaker Trail Formation of Wengerd and Matheny, 1958; (5) Permian rocks. Recharge in the Paradox Basin occurs on the west flank of the San Juan Mountains and along the west side of the Uncompahgre uplift. The direction of ground-water movement in each analyzed unit is principally southwest-ward toward the topographically low outcrop areas along the Colorado River in Arizona. However, at any point in the basin, flow may be in some other direction owing to the influence of intrabasin recharge areas or local obstructions to flow, such as faults or dikes. A series of potentiometric surface maps was prepared for the five systems studied. Material used in construction of the maps included outcrop altitudes of springs and streams, drill-stem tests, water-well records, and an electric analog model of the entire basin. Many structurally and topographically high areas within the basin are above the regional potentiometric surface; recharge in these areas will drain rapidly off the high areas and adjust to the regional water level. With a few exceptions, most wells in formations above the Pennsylvanian contain fresh (< 1,000 mg/l T.D.S.2 2 Milligrams per liter Total Dissolved Solids.) to moderately saline (< 10,000 mg/l T.D.S.) water. In only a few cases are true brines (> 35,000 mg/l T.D.S.) reported. Most water samples from strata below the Permian are brines of the sodium chloride type but with large amounts of calcium sulfate or calcium chloride type water commonly occurring. Because evaporite facies occur in the Paradox Member, this unit has brines with as much as 400,000 mg/l dissolved solids content. Previous analysis of the San Juan Basin has indicated the presence of an osmotic membrane system. The highly permeable Jurassic formations were postulated to be the outflow side of the membrane. It is also possible that the Upper Paleozoic units with known brines and with an otherwise inexplicably high potentiometric surface in the Four Corners area of New Mexico could be the outflow receptors of the San Juan membrane system. ?? 1969.