The thickness, distribution, and character of alluvial sediments that were deposited in the structural subbasins of the upper San Pedro basin in southeastern Arizona during the late Cenozoic provide important constraints on ground-water availability of the area. Two sedimentary units are recognized; the Oligocene and Miocene Pantano(?) Formation and an unnamed upper Miocene through lower Pleistocene unit termed basin fill. The complete Bouguer gravity anomaly map shows that there are three major structural subbasins in the upper San Pedro basin north of the international border with Mexico. The Tombstone subbasin is north of Tombstone, and two more are located north and south of Sierra Vista, respectively. This report concentrates on the two subbasins north and south of Sierra Vista. The northern subbasin (termed the Huachuca City subbasin) extends from east of Huachuca City to northeast of Whetstone, and the southern subbasin (termed the Palominas subbasin) extends southward from a line between Nicksville and Hereford to the border. The locations and shapes of these subbasins, thickness of basin fill, and depth to bedrock were estimated using a procedure involving interpolation of (1) the density functions derived in this study, (2) stratigraphic data from water wells, and (3) a residual gravity anomaly grid obtained by subtracting the gravity effects of the bedrock ranges bordering the basin from the complete Bouguer gravity anomaly. This procedure indicates that the subbasins are shallow and contain significant thicknesses of the Pantano(?) Formation in addition to the overlying younger basin fill. The maximum depth to bedrock is about 1,700 m in the Palominas subbasin and 800m in the Huachuca City subbasin; the basin-fill unit occupies the upper 250-350 m in general with local thickenings exceeding 1,000 m in the Palominas subbasin. An east-west trending buried bedrock high beneath Fort Huachuca, Sierra Vista, and Charleston separates the subbasins. The depth to bedrock over this high is 200-500 m and the basin-fill unit ranges from 100 to 200 m thick there. A number of previously unrecognized faults were identified and the lengths of some of the known faults were extended based on reconnaissance geologic mapping, study of driller's logs, interpretation of aerial photographs and thematic mapper satellite images, and inspection of contoured gravity and aeromagnetic anomaly data. Many faults that segment the main San Pedro basin and shape the boundaries of the subbasins are apparently pre-existing faults that have been reactivated by Basin and Range extension.