Water managers in rural Arizona are under increasing pressure to provide sustainable supplies of water despite rapid population growth and demands for environmental protection. This report describes the results of a study of the hydrogeologic framework of the middle San Pedro watershed. The components of this report include: (1) a description of the geologic setting and depositional history of basin fill sediments that form the primary aquifer system, (2) updated bedrock altitudes underlying basin fill sediments calculated using a subsurface density model of gravity data, (3) delineation of hydrogeologic units in the basin fill using lithologic descriptions in driller's logs and models of airborne electrical resistivity data, (4) a digital three-dimensional (3D) hydrogeologic framework model (HFM) that represents spatial extents and thicknesses of the hydrogeologic units (HGUs), and (5) description of the hydrologic properties of the HGUs. The lithologic interpretations based on geophysical data and unit thickness and extent of the HGUs included in the HFM define potential configurations of hydraulic zones and parameters that can be incorporated in groundwater-flow models. The hydrogeologic framework comprises permeable and impermeable stratigraphic units: (1) bedrock, (2) sedimentary rocks predating basin-and-range deformation, (3) lower basin fill, (4) upper basin fill, and (5) stream alluvium. The bedrock unit includes Proterozoic to Cretaceous crystalline rocks, sedimentary rocks, and limestone that are relatively impermeable and poor aquifers, except for saturated portions of limestone. The pre-basin-and-range sediments underlie the lower basin fill but are relatively impermeable owing to cementation. However, they may be an important water-bearing unit where fractured. Alluvium of the lower basin fill, the main water-bearing unit, was deposited in the structural trough between the uplifted ridges of bedrock and (or) pre-basin-and-range sediments. Alluvium of the upper basin fill may be more permeable than the lower basin fill, but it is generally unsaturated in the study area. The lower basin fill stratigraphic unit was delineated into three HGUs on the basis of lithologic descriptions in driller?s logs and one-dimensional (1D) electrical models of airborne transient electromagnetic (TEM) surveys. The interbedded lower basin fill (ILBF) HGU represents an upper sequence having resistivity values between 5 and 40 ohm-m identified as interbedded sand, gravel, and clay in driller?s logs. Below this upper sequence, fine-grained lower basin fill (FLBF) HGU represents a thick silt and clay sequence having resistivity values between 5 and 20 ohm-m. Within the coarse-grained lower basin fill (CLBF) HGU, which underlies the silt and clay of the FLBF, the resistivity values on logs and 1D models increase to several hundred ohm-m and are highly variable within sand and gravel layers. These sequences match distinct resistivity and lithologic layers identified by geophysical logs in the adjacent Sierra Vista subwatershed, suggesting that these sequences are laterally continuous within both the Benson and Sierra Vista subwatersheds in the Upper San Pedro Basin. A subsurface density model based on gravity data was constructed to identify the top of bedrock and structures that may affect regional groundwater flow. The subsurface density model contains six layers having uniform density values, which are assigned on the basis of geophysical logs. The density values for the layers range between 1.65 g/cm3 for unsaturated sediments near the land surface and 2.67 g/cm3 for bedrock. Major features include three subbasins within the study area, the Huachuca City subbasin, the Tombstone subbasin, and the Benson subbasin, which have no expression in surface topography or lithology. Bedrock altitudes from the subsurface density model defined top altitudes of the bedrock HGU. The HFM includes the following HGUs in ascending stratigr