To analyze the effect of potential energy development on water allocation and water quality in the Upper Colorado River Basin, a linear programming model is formulated. Using the model, changes in salinity are predicted. Further, least-cost strategies to maintain the established numeric salinity criteria through both structural and nonstructural alternatives are developed. The effectiveness of alternative control measures are examined within given institutional constraints. Based on cost-benefit analysis, optimal salinity levels over time are proposed. The economic feasibility of presently planned strucutral measures to reduce salinity is investigated and contrasted with nonstructural alternatives.