A water-quality assessment of the upper Illinois River Basin (10,949 square miles) was conducted during water years 1987-91. This assessment involved interpretation of available data; 4 years of intensive data collection, including monthly sample collection at eight fixed-monitoring stations in the basin; and synoptic studies of selected water-quality constituents at many sites. The number of exceedances of water-quality criteria for chromium, copper, lead, mercury, silver, and zinc in water was essentially the same at similar stations between 1978-86 and 1987-90. For water and sediment, a large signature for many trace inorganic constituents was observed from the Chicago metropolitan area, mainly from the Des Plaines River Basin and continuing down the Illinois River. Loads of trace inorganic constituents in water were 2-13 times greater from the Chicago metropolitan area than from rural areas in the upper Illinois River Basin. Concentrations of cadmium, mercury, nickel, selenium, and zinc appeared to be relatively enriched in biota in the upper Illinois River Basin compared to other river basins. Biota from some urban sites were enriched with respect to several elements. For example, relatively large concentrations of cadmium, chromium, copper, lead, and nickel were observed in biota from sites in the Chicago River in the metropolitan area and the Calumet River. Results of pesticide sampling in 1988 and 1989 identified the pesticides bromacil, diazinon, malathion, prometon, and simazine as urban related and alachlor, atrazine, cyanazine, metolachlor, and metribuzin as agricultural related. Phenol concentrations never exceeded general-use and secondary-contact water-quality standards of 100 and 300 micrograms per liter, respectively. Pentachlorophenol concentrations observed at the Illinois River at Marseilles, Ill., between 1981 and 1992 decreased beginning in 1987. A breakdown product of the organochlorine pesticide dichloro-diphenyl-trichloroethane (DDT), p,p'-DDE was the most commonly detected organic compound in biota in both 1989 and 1990. In the nine fish-fillet samples collected in 1989, exceedances of U.S. Environmental Protection Agency (USEPA) fish tissue concentrations were noted for p,p'-DDE in all nine fillets and for dieldrin in five of the nine fillets. Nutrient concentrations in water in the study area generally were larger than concentrations typically found in natural waters. The Des Plaines River Basin contributed approximately 41 percent of the total nitrogen load to the upper Illinois River Basin, whereas the Kankakee River and Iroquois River Basins contributed about 34 and 14 percent of the total load, respectively. Dissolved-oxygen concentrations measured during a 1988 synoptic sampling exceeded State water-quality standards at 76 percent of the sampled sites. Bacteria densities greater than water-quality standards were observed at all of the fixed-monitoring stations, but densities greater than water-quality criteria and standards were observed more often at stations in the Des Plaines River Basin. Results from the analysis of changes in water quality following changes in wastewater-treatment practices indicated that current monitoring programs, although sufficient for their intended purposes, are not suitable for this type of retrospective assessment in large-scale water-quality assessments. Changes were not indicated in fish-community structure and population following changes in wastewater-treatment practices. A strong relation between the quality of the fish community and overall water-quality conditions was observed, although USEPA acute criteria for the protection of freshwater aquatic life were rarely exceeded. Analyses of fish-community data clearly showed that water quality in the urbanized parts of the study area were degraded relative to those in agricultural areas. Total chromium in streambed sediments and total recoverable sodium in water were highly correlated