Historical data were compiled on water quality and water levels for the St. Joseph Bay area to assess quality of possible sources of land-derived water into the Bay. Ground-water quality data were compiled from Florida Department of Environmental Protection and surface-water quality data were compiled from U.S.Geological Survey files. Water-quality and water-level data were measured during two sample collection periods in October 1997 and March 1998 to determine water-quality and discharge rates in St. Joseph Bay under two sets of flow conditions. Measurements in the Bay included water level, temperature, pH, specific conductance, dissolved oxygen, and turbidity. Median pH in water from the surficial, intermediate and Floridan aquifer systems ranged from 4.8 to 7.8, and median specific conductance values were less than 500 microsiemens per centimeter. Median nutrient concentrations-- nitrate plus nitrite, ammonia and phosphorus--in the three aquifers were less than 0.5 milligrams per liter. The median pH was 7.0 and the median specific conductance was 81 microsiemens per centimeter for two samples from the Chipola River distribution canal. Water level data were obtained for several wells near St. Joseph Bay but only two wells yielded sufficient data to plot hydrographs. Measurements in St. Joseph Bay during the October and March collection periods were similar for pH and turbidity but differed for temperature, specific conductance and dissolved oxygen. The median temperature was 20.6 degrees Celsius in October and 15.4 degrees Celsius in March, median specific conductance was 39,500 microsiemens per centimeter in October and 43,300 microsiemens per centimeter in March, and median dissolved oxygen was 7.6 milligrams per liter in October and 8.3 milligrams per liter in March. The range in water levels over a tidal cycle in St. Joseph Bay on October 29, 1997 was about 1 foot. During a 24-hour tidal cycle on October 29, 1997, estimated hourly discharge varied from about -116,000 cubic feet per second (ft3/s) (into the Bay) to about +110,000 ft3/s (out of the Bay). During a 24-hour tidal cycle on March 3, 1998, the water level change was about 1.3 feet and estimated hourly discharge varied from about -132,000 ft3/s (into the Bay) to about +121,000 ft3/s (out of the Bay).