The U.S. Geological Survey, in cooperation with the Sarasota Bay Estuary Program conducted a retrospective review of characteristics of the Sarasota Bay watershed in west-central Florida. This report describes watershed characteristics, surface- and ground-water processes, and the environmental setting of the Sarasota Bay watershed. Population growth during the last 50 years is transforming the Sarasota Bay watershed from rural and agriculture to urban and suburban. The transition has resulted in land-use changes that influence surface- and ground-water processes in the watershed. Increased impervious cover decreases recharge to ground water and increases overland runoff and the pollutants carried in the runoff. Soil compaction resulting from agriculture, construction, and recreation activities also decreases recharge to ground water. Conventional approaches to stormwater runoff have involved conveyances and large storage areas. Low-impact development approaches, designed to provide recharge near the precipitation point-of-contact, are being used increasingly in the watershed. Simple pollutant loading models applied to the Sarasota Bay watershed have focused on large-scale processes and pollutant loads determined from empirical values and mean event concentrations. Complex watershed models and more intensive data-collection programs can provide the level of information needed to quantify (1) the effects of lot-scale land practices on runoff, storage, and ground-water recharge, (2) dry and wet season flux of nutrients through atmospheric deposition, (3) changes in partitioning of water and contaminants as urbanization alters predevelopment rainfall-runoff relations, and (4) linkages between watershed models and lot-scale models to evaluate the effect of small-scale changes over the entire Sarasota Bay watershed. As urbanization in the Sarasota Bay watershed continues, focused research on water-resources issues can provide information needed by water-resources managers to ensure the future health of the watershed.