Improved management of the water resources of Grays Harbor, Wash., requires more data on the water quality of the harbor and a better understanding of the influences of industrial and domestic wastes on the local fisheries resources. To provide a more comprehensive understanding of these influences, the U.S. Geological Survey joined other agencies in a cooperative study of Grays Harbor. This report summarizes the Survey's study of circulation patterns, description of water-quality conditions, and characterization of bottom material in the upper harbor. Salt water was found to intrude at least as far as Montesano, 28.4 nautical miles from the mouth of the harbor. Longitudinal salinity distributions were used to compute dispersion (diffusivity) coefficients ranging from 842 to 3,520 square feet per second. These values were corroborated by half-tidal-cycle dye studies. The waters of the harbor were found to be well mixed after extended periods of low fresh-water flow but stratified at high flows. Salinity data were used lo define the cumulative 'mean age' of the harbor water, which may be used to approximate a mean 'flushing time.' Velocity-time curves for the upper harbor are distorted from simple harmonic functions owing to channel geometry and frictional effects. Surface and bottom velocity data were used to estimate net tidal 'separation' distance, neglecting vertical mixing. Net separation distances between top and bottom water ranged from 1.65 nautical miles when fresh-water inflow was 610 cubic feet per second to 13.4 miles when inflow was 15,900 cubic feet per second. The cumulative mean age from integration of the fresh-water velocity equation was about twice that obtained from the salinity distribution. Excursion distances obtained with dye over half-tidal cycles exceeded those estimated from longitudinal salinity distributions and those obtained by earlier investigators who used floats. Net tidal excursions were as much as twice those obtained with floats. The carbon content of bottom materials was related to channel fine material: C= 0.315+0.0238 F where C is in percent by dry weight, and F is percent by weight finer than 0.062 millimeter. Carbon content was low upstream and downstream of the upper harbor area, and high in the Cow Point-Rennie Island reach. The high-carbon-content reach coincides with the general area of a dissolved-oxygen sag. The logarithm of the fresh-water discharge gave a high degree of correlation with daily maximum specific conductance at Cosmopolis. The regression equation is: Kc max---- 76.4-- 17.7 logl0 Qf where Kc max is in millimhos at 25 ? Celsius (centigrade), and Qf is the estimated daily fresh-water discharge, in cubic feet per second. Dissolved oxygen is the most critical water-quality parameter in Grays Harbor. At Cosmopolis, the daily minimum dissolved oxygen content, DOc min, correlated well with discharge and tidal range, delta H. The regression equation relating the variables is: DOc min---- 6.03 + 0.00096 Qf - 0.291 delta H in which DOc min is in milligrams per liter and delta H is in feet. The upper harbor was found to contain 250 million cubic feet less water than average during the critical low-flow period, on the basis of the frequency distribution of predicted tides. About 78,000 pounds of dissolved oxygen is thus unavailable for oxidation of waste during summer.