Rayleigh wave group velocities obtained from ambient noise tomography are inverted for an upper crustal model of the Central Valley, California, centered on the Sacramento/San Joaquin Delta. Two methods were tried; the first uses SURF96, a least-squares routine. It provides a good fit to the data, but convergence is dependent on the starting model. The second uses a genetic algorithm, whose starting model is random. This method was tried at several nodes in the model and compared to the output from SURF96. The genetic code is run five times and the variance of the output of all five models can be used to obtain an estimate of error. SURF96 produces a more regular solution mostly because it is typically run with a smoothing constraint. Models from the genetic code are generally consistent with the SURF96 code sometimes producing lower velocities at depth. The full model, calculated using SURF96, employed a 2-pass strategy, which used a variable damping scheme in the first pass. The resulting model shows low velocities near the surface in the Central Valley with a broad asymmetrical sedimentary basin located close to the western edge of the Central Valley near 122°W longitude. At shallow depths the Rio Vista Basin is found nestled between the Pittsburgh/Kirby Hills and Midland faults, but a significant basin also seems to exist to the west of the Kirby Hills fault. There are other possible correlations between fast and slow velocities in the Central Valley and geologic features such as the Stockton Arch, oil or gas producing regions and the fault-controlled western boundary of the Central Valley.