Elevated manganese (Mn) concentrations have been measured in groundwater within the Roanoke River watershed, Virginia. Concentrations of Mn often exceed the secondary drinking water standard. A historic belt of Mn ores, the James River-Roanoke River Manganese District (JRRRMD), occurs in the eastern part of the watershed. The project objectives were to 1) evaluate the formation of the JRRRMD ore deposits and 2) analyze existing groundwater chemistry data to evaluate sources and processes that control groundwater Mn. Analysis of ore minerals, morphologies, and chemistry provides support that the ore deposits are supergene in origin, consistent with previous work. Spatial correlations between Mn ore locations and stream terrace deposits support a model of ore formation in which Mn-oxides were precipitated near discharge zones as anoxic groundwater mixed with oxic groundwater. Terrace deposits present at elevations higher than modern streams suggests that topography has been inverted, allowing ores to be found at higher elevations than what is typically associated with ores formed in discharge zones. Analysis of groundwater chemistry data shows positive correlations between Mn, calcium and bicarbonate concentrations in groundwater, suggesting that carbonate-bearing lithologies are probable sources of Mn to groundwater. Regionally, groundwater flows toward the Roanoke River where the flowpath terminus is marked by elevated Mn. The inverse correlation of Mn with dissolved oxygen suggests that reducing conditions that develop along flowpaths allow for Mn to persist in groundwater. Overall, results suggest that the same processes that allowed for formation of the JRRRM ore deposits continue to occur today. / Master of Science