The city of Dunedin is enhancing their potable ground-water resources through desalination of brackish ground water. An assessment of the fresh- and brackish-water resources in the Upper Floridan aquifer was needed to estimate the changes that may result from brackish-water development. The complex hydrogeologic framework underlying Dunedin and adjacent areas of northern Pinellas County is conceptualized as a multilayered sequence of permeable zones and confining and semiconfining units. The permeable zones contain vertically spaced, discrete, water-producing zones with differing water quality. Water levels, water-level responses, and water quality are highly variable among the different permeable zones. The Upper Floridan aquifer is best characterized as a local flow system in most of northern Pinellas County. Pumping from the Dunedin well field is probably not influencing water levels in the aquifer outside Dunedin, but has resulted in localized depressions in the potentiometric surface surrounding production-well clusters. The complex geologic layering combined with the effects of production-well distribution probably contribute to the spatial and temporal variability in chloride concentrations in the Dunedin well field. Chloride concentrations in ground water underlying the Dunedin well field vary both vertically and laterally. In general, water-quality rapidly changes below depths of 400 feet below sea level. Additionally, randomly distributed water-producing zones with higher chloride concentrations may occur at shallow, discrete intervals above 400 feet. A relation between chloride concentration and distance from St. Joseph Sound is not apparent; however, a possible relation exists between chloride concentration and production-well density. Chloride-concentration data from production wells show a consistently increasing pattern that has accelerated since the late 1980's. Chloride-concentration data from 15 observation wells show increasing trends for 6 wells, decreasing trends for 3 wells, and no trend for 6 wells. The current and future, fresh- and brackish-water resources were evaluated using a numerical ground-water flow and solute-transport model. Simulation results indicate that the hydraulic conductivity of the uppermost permeable zone (upper zone A) of the Upper Floridan aquifer is four times greater than the two underlying permeable zones (lower zone A and zone B). The simulated hydraulic conduc- tivities of the semiconfining units are four orders of magnitude less than the permeable zones. Simulation results show the importance of semiconfining units as a mechanism for retarding the vertical movement of higher salinity ground water. Simulation results indicate that pumping from the brackish-water zone does not negatively influence the chloride-concentration trends in the overlying fresh-water zone; however, chloride changes in the fresh-water zone will continue to occur due to the continuation of current fresh-water withdrawals. Chloride changes in the brackish-water zone will occur from pumping brackish water.