The Upper Colorado River Basin in Colorado and Utah is 1 of 60 study units selected for water-quality assessment as part of the U.S. Geological Survey's National Water-Quality Assessment program, which began full implementation in 1991. Understanding the environmental setting of the Upper Colorado River Basin study unit is important in evaluating water-quality issues in the basin. Natural and human factors that affect water quality in the basin are presented, including an overview of the physiography, climatic conditions, general geology and soils, ecoregions, population, land use, water management and use, hydrologic characteristics, and to the extent possible aquatic biology. These factors have substantial implications on water-quality conditions in the basin. For example, high concentrations of dissolved solids and selenium are present in the natural background water conditions of surface and ground water in parts ofthe basin. In addition, mining, urban, and agricultural land and water uses result in the presence of certain constituents in the surface and ground water of the basin that can detrimentally affect water quality. The environmental setting of the study unit provides a framework of the basin characteristics, which is important in the design of integrated studies of surface water, ground water, and biology.