The proximity of the Mojave River ground-water basin to the highly urbanized Los Angeles region has resulted in rapid population growth and, consequently, an increase in the demand for water. The Mojave River, the primary source of surface water for the region, normally is dry--except for periods of flow after intense storms; therefore, the region relies almost entirely on ground water to meet its agricultural and municipal needs. The area where the Helendale Fault intersects the Mojave River is of particular hydrogeologic interest because of its importance as a boundary between two water-management subareas of the Mojave Water Agency. The fault is the boundary between the upper Mojave River Basin (Oeste, Alto, and Este subareas) and the lower Mojave River Basin (Centro and Baja subareas); specifically, the fault is the boundary between the Alto and the Centro subareas. To obtain the information necessary to help better understand the hydrogeology of the area near the fault, multiple-well monitoring sites were installed, the surface geology was mapped in detail, and water-level and water-quality data were collected from wells in the study area. Detailed surficial geologic maps and water-level measurements indicate that the Helendale Fault impedes the flow of ground water in the deeper regional aquifer, but not in the overlying floodplain aquifer. Other faults mapped in the area impede the flow of ground water in both aquifers. Evidence of flowing water in the Mojave River upgradient of the Helendale Fault exists in the historical record, suggesting an upward gradient of ground-water flow. However, water-level data from this study indicate that pumping upstream of the Helendale Fault has reversed the vertical gradient of ground-water flow since predevelopment conditions, and the potential now exists for water to flow downward from the floodplain aquifer to the regional aquifer. Sixty-seven ground-water samples were analyzed for major ions, nutrients, and stable isotopes of oxygen and hydrogen from 34 wells within the study area between May 1990 and November 1999. Dissolved-solids concentrations in water samples from 14 wells in the floodplain aquifer ranged from 339 to 2,330 milligrams per liter (mg/L) with a median concentration of 825 mg/L. Concentrations in water from 11 of these wells exceeded the U.S. Environmental Protection Agency (USEPA) Secondary Maximum Contaminant Level (SMCL) of 500 mg/L. Dissolved-solids concentrations of water from nine wells sampled in the regional aquifer ranged from 479 to 946 mg/L with a median concentration of 666 mg/L. Concentrations in at least one sample of water from each of the wells in the regional aquifer exceeded the USEPA SMCL for dissolved solids. Arsenic concentrations in water from 14 wells in the floodplain aquifer ranged from less than the detection limit of 2 micrograms per liter (?g/L) to a maximum of 34 ?g/L with a median concentration of 6 ?g/L. Concentrations in water from six of the 14 wells exceeded the USEPA Maximum Contaminant Level (MCL) for arsenic of 10 ?g/L. Arsenic concentrations in water from nine wells in the regional aquifer ranged from less than the detection limit of 2 to 130 ?g/L with a median concentration of 11 ?g/L. Concentrations in water from five of these nine wells exceeded the USEPA MCL for arsenic. Dissolved-solids concentrations in water from seven wells completed in the igneous and metamorphic basement rocks that underlie the floodplain and regional aquifers ranged from 400 to 3,190 mg/L with a median concentration of 1,410 mg/L. Concentrations in water from all but one of the seven wells sampled exceeded the USEPA SMCL for dissolved solids. Concentrations in water from the basement rocks exceeded the USEPA SMCL for arsenic of 10 ?g/L in five of the seven wells. The high concentrations of arsenic, dissolved solids, and other constituents probably occur naturally. Stable isotopes of oxygen and hydrogen indicate that before pumping began in