The geochemistry of the shallow aquifer and geochemical controls on the migration of uranium and other constituents from raffinate pits were determined at the Weldon Spring chemical plant site. Surface-water samples from the raffinate pits con- tained large concentrations of calcium, magnesium, sodium, potassium, sulfate, nitrite, lithium, moly- bdenum, strontium, vanadium, and uranium. Analyses of interstitial-water samples from raffinate pit 3 indicated that concentrations of most constituents increased with increasing depth below the water- sediment interface. Nitrate and uranium were not chemically reduced and attenuated within the raffinate pits and can be expected to migrate into the overburden. Laboratory sorption experiments were performed to evaluate the effect of pH value on the sorption of several raffinate constituents by the overburden. No sorption of calcium, sodium, sulfate, nitrate, or lithium was observed. Sorption of molybdenum was dependent on solution pH and sorption of uranium was dependent on solution pH and carbonate concentration. The sorption of uranium and molybdenum was consistent with sorption controlled by oxyhydroxides. The quality of water collected in overburden lysimeters near raffinate pit 4 can be modeled as a mixture of water from raffinate pits 3 and 4, and an uncontaminated com- ponent in a system at equilibrium with ferrihydrite and calcite. Increased constituent concentrations in a perennial spring north of the site were the result of a subsurface connection between the spring and several losing stream segments receiving runoff from the site, in addition to seepage from the raffinate pits.