Land use in the South Platte River valley between the cities of Brighton and Fort Lupton, Colo., is undergoing change as urban areas expand, and the extent of aggregate mining in the Brighton-Fort Lupton area is increasing as the demand for aggregate grows in response to urban development. To improve understanding of land-use change and the potential effects of land-use change and aggregate mining on groundwater flow, the U.S. Geological Survey, in cooperation with the cities of Brighton and Fort Lupton, analyzed socioeconomic and land-use trends and constructed a numerical groundwater flow model of the South Platte alluvial aquifer in the Brighton-Fort Lupton area.