Motion and mixing of salt water and fresh water are vitally important for water-resource development throughout the world. An approximate model of saltwater upconing in aquifers is developed, which results in three non-linear coupled equations for the freshwater zone, the saltwater zone, and the transition zone. The description of the transition zone uses the concept of a boundary layer. This model invokes some assumptions to give a reasonably tractable model, considerably better than the sharp interface approximation but considerably simpler than a fully three-dimensional model with variable density. We assume the validity of the Dupuit-Forchheimer approximation of horizontal flow in each layer. Vertical hydrodynamic dispersion into the base of the transition zone is assumed and concentration of the saltwater zone is assumed constant. Solute in the transition zone is assumed to be moved by advection only. Velocity and concentration are allowed to vary vertically in the transition zone by using shape functions. Several numerical techniques can be used to solve the model equations, and simple analytical solutions can be useful in validating the numerical solution procedures. We find that the model equations can be solved with adequate accuracy using the procedures presented. The approximate model is applied to the Smoky Hill River valley in central Kansas. This model can reproduce earlier sharp interface results as well as evaluate the importance of hydrodynamic dispersion for feeding salt water to the river. We use a wide range of dispersivity values and find that unstable upconing always occurs. Therefore, in this case, hydrodynamic dispersion is not the only mechanism feeding salt water to the river. Calculations imply that unstable upconing and hydrodynamic dispersion could be equally important in transporting salt water. For example, if groundwater flux to the Smoky Hill River were only about 40% of its expected value, stable upconing could exist where hydrodynamic dispersion into a transition zone is the primary mechanism for moving salt water to the river. The current model could be useful in situations involving dense saltwater layers. ?? 1990.