Land and water resource development can independently eliminate riparian plant communities, including Fremont cottonwood forest (CF), a major contributor to ecosystem structure and functioning in semiarid portions of the American Southwest. We tested whether floodplain development was linked to river regulation in the Upper Colorado River Basin (UCRB) by relating the extent of five developed land-cover categories as well as CF and other natural vegetation to catchment reservoir capacity, changes in total annual and annual peak discharge, and overall level of mainstem hydrologic alteration (small, moderate, or large) in 26 fourth-order subbasins. We also asked whether CF appeared to be in jeopardy at a regional level. We classified 51% of the 57,000 ha of alluvial floodplain examined along >2600 km of mainstem rivers as CF and 36% as developed. The proportion developed was unrelated to the level of mainstem hydrologic alteration. The proportion classified as CF was also independent of the level of hydrologic alteration, a result we attribute to confounding effects from development, the presence of time lags, and contrasting effects from flow alteration in different subbasins. Most CF (68% by area) had a sparse canopy (???5% cover), and stands with >50% canopy cover occupied <1% of the floodplain in 15 subbasins. We suggest that CF extent in the UCRB will decline markedly in the future, when the old trees on floodplains now disconnected from the river die and large areas change from CF to non-CF categories. Attention at a basinwide scale to the multiple factors affecting cottonwood patch dynamics is needed to assure conservation of these riparian forests. ?? 2007 Springer Science+Business Media, LLC.