The geology of the Paleozoic rocks in the Upper Colorado River Basin in Arizona, Colorado, New Mexico, Utah, and Wyoming, was studied as part of the U.S. Geological Survey's Regional Aquifer-System Analysis Program to provide support for hydrogeological interpretations. The study area is segmented by numerous uplifts and basins caused by folding and faulting that have recurred repeatedly from Precambrian to Cenozoic time. Paleozoic rocks in the study area are 0-18,000 feet thick. They are underlain by Precambrian igneous, metamorphic, and sedimentary rocks and are overlain in most of the area by Triassic formations composed mostly of shale. The overlying Mesozoic and Tertiary rocks are 0-27,000 feet thick. All Paleozoic systems except the Silurian are represented in the region. The Paleozoic rocks are divisible into 11 hydrogeologic units. The basal hydrogeologic unit consisting of Paleozoic rocks, the Flathead aquifer, predominantly is composed of Lower to Upper Cambrian sandstone and quartzite. The aquifer is 0-800 feet thick and is overlain gradationally to unconformably by formations of Cambrian to Mississippian age. The Gros Ventre confining unit consists of Middle to Upper Cambrian shale with subordinate carbonate rocks and sandstone. The confining unit is 0-1,100 feet thick and is overlain gradationally to unconformably by formations of Cambrian to Mississippian age. The Bighom aquifer consists of Middle Cambrian to Upper Ordovician limestone and dolomite with subordinate shale and sandstone. The aquifer is 0-3,000 feet thick and is overlain unconformably by Devonian and Mississipplan rocks. The Elbert-Parting confining unit consists of Lower Devonian to Lower Mississippian limestone, dolomite, sandstone, quartzite, shale, and anhydrite. It is 0-700 feet thick and is overlain conformably to unconformably by Upper Devonian and Mississippian rocks. The Madison aquifer consists of two zones of distinctly different lithology. The lower (Redwall-Leadville) zone is 0-2,500 feet thick and is composed almost entirely of Upper Devonian to Upper Mississippian limestone, dolomite, and chert. The overlying (Darwin-Humbug) zone is 0-800 feet thick and consists of Upper Mississippian limestone, dolomite, sandstone, shale, gypsum, and solution breccia. The Madison aquifer is overlain conformably by Upper Mississippian and Pennsylvanian rocks. The Madison aquifer in most areas is overlain by Upper Mississippian to Middle Pennsylvanian rocks of the Four Comers confining unit. The lower part of this confining unit, the Belden-Molas subunit, consists of as much as 4,300 feet of shale with subordinate carbonate rocks, sandstone, and minor gypsum. The upper part of the confining unit, the Paradox-Eagle Valley subunit, in most places consists of as much as 9,700 feet of interbedded limestone, dolomite, shale, sandstone, gypsum, anhydrite, and halite. Locally, the evaporitic rocks are deformed into diapirs as much as 15,000 feet thick. The Four Corners confining unit is overlain gradationally to disconformably by Pennsylvanian rocks. The uppermost Paleozoic rocks comprise the Canyonlands aquifer, which is composed of three zones with distinctly different lithologies. The basal (Cutler-Maroon) zone consists of as much as 16,500 feet of Lower Pennsylvanian to Lower Permian sandstone, conglomerate, shale, limestone, dolomite, and gypsum. The middle (Weber-De Chelly) zone consists of as much as 4,000 feet of Middle Pennsylvanian to Lower Permian quartz sandstone with minor carbonate rocks and shale. The upper (Park City-State Bridge) zone consists of as much as 800 feet of Lower to Upper Permian limestone, dolomite, shale, sandstone, phosphorite, chert, and gypsum. The Canyonlands aquifer is overlain disconformably to unconformably by formations of Triassic and Jurassic age.