This report summarizes geophysical investigations in the Amargosa Desert and surrounding areas conducted between 1997 and 2000 in support of the Death Valley Regional Water-Flow Modeling Project of the U.S. Geological Survey. These investigations used both gravity and aeromagnetic data to develop a regional-scale tectonic and lithologic model for the near-surface. Gravity data were inverted in order to estimate the depth to pre-Cenozoic basement throughout the study area. This basement surface is interpreted to be the contact between pre-Cenozoic carbonate rocks and overlying alluvium, an important component of water-flow models. Gravity data also were used to identify locations where basement rocks are anomalously dense, possibly indicating areas resistant to water flow. A new aeromagnetic survey of the central part of the study area was used to map concealed faults and areas underlain by volcanic rocks.