Six calcareous fens in the Minnesota River Basin, USA arc in regional hydrogeologic settings with large discharges of calcareous ground water. These settings juxtapose topographically high m'eas of ground-water recharge with fens in lower areas of discharge, thus creating steep upward hydraulic gradients at the fens. Coarse glacial deposits with high permeability connect recharge areas to discharge areas and transmit large amounts of ground water to the fens. Calcareous fens in the Minnesota t~iver Basin are associated with two regional landforms, river terraces and glacial moraines. The calcareous drift is the likely source of carbonate for the fens; carbonate bedrock is not required. Five of the calcareous fens form peat aprons over broad areas of diffuse grotmd-water disch~ge on river terraces. One of the calcareoas fens is a peat dome over an aquifer window, a relatively small area (about 15-m radius) of localized ground-water discharge through a breach in the clayey confining layer of the underIying aquifer. Carbonate content of calcareous fen peat averaged about 27% (calcium carbonate equivalent, dry weight basis) krt the st~rface layer, which commonly overlies a carbonate-depleted zone with a carbonate content of 10% or less. Hydraulic conductivity (K) of calcareous fen peat determhted from slug tests ranged from 2.7 × 10 .7 to 9.8 × I0 -~ m s ' and had a geometric mean of 3.8 × 10 ~" m s ~. These values likely underestimate the true horizontM hydraulic conductivity (Kh) and overestimate the true vertical hydraulic conductivity (142,) because of errors in assumptions commonly used in slug-test analyses. Median (over time) hydraulic heads in wells screened below ~he base of the peat rangeaJ from about 25 to 69 cm above the peat surface. Upward vertical gradients (dimensionless) through the peat ranged from 0.040 to 0.209. Vertical ground-water discharge was calculated by Darcy's Law and ranged from 2 to 172 L m -2 d-L Because of bias in estimating K~, these values likely overestim:~te the true vertical ground-water discharge and indicate the importance of better field methods to estimate K, especially K,,. Calcareous fens may need water tables sustained near the peat surface by htrge vertical ground-water discharges to allow carbonate precipitation, which is associated with the rare fen vegetation.