The southwestern Arabian Shield is composed of uplifted Proterozoic metamorphic and plutonic rocks. The Shield is bordered on the southwest by Cenozoic sedimentary and igneous rocks of the Red Sea paar and on the east by the Arabian Platform, an area of basin sedimentation throughout Phanerozoic time. The Shield appears to have been formed by successive episodes of island arc volcanism and sea-floor spreading, followed by several cycles of compressive tectonism and metamorphism. An interpretation and synthesis of a deep-refraction seismic profile from the Riyadh area to the Farasan Islands, and regional gravity, aeromagnetic, heat flow, and surface geologic data have yielded a self-consistent regional-scale model of the crust and upper mantle for this area. The model consists of two 20 km-thick layers of crust with an average compressional wave velocity in the upper crust of about 6.3 km/s and an average velocity in the lower. crust of about 7.0 km/s. This crust thins abruptly to less than 20 km near the southwestern end of the profile where Precambrian outcrops abut the Cenozoic rocks and to 8 km beneath the Farasan Islands. The data over the coastal plain and Red Sea shelf areas are fit satisfactorily by an oceanic crustal model. A major lateral velocity inhomogeneity in the crust is inferred about 25 km northeast of Sabhah and is supported by surface geologic evidence. The major velocity discontinuities occur at about the same depth across the entire Shield and are interpreted to indicate horizontal metamorphic stratification of the Precambrian crust. Several lateral inhomogenities in both the upper and lower .crust of the . Shield are interpreted, to indicate bulk compositional variations. The subcrustal portion of the model is composed of a hot, low-density lithosphere beneath the Red Sea which is systematically cooler and denser to the northeast. This model provides a mechanism which explains the observed topographic uplift, regional gravity pattern, heat flow, and mantle compressional wave velocities. Such a lithosphere could be produced by upwelling of hot asthenosphere beneath the Red Sea which then flows laterally beneath the lithosphere of the Arabian Plate.