The temperature and composition of the upper atmosphere of Saturn have been inferred from Voyager 2 ultraviolet spectrometer occultation measurements made by observing the sun and the star Δ-Scorpii while they were being occulted by Saturn. The observations analyzed here provide atmospheric parameters from 2900 km down to 960 km above the 1-bar level referred to the equator. The temperature in the model simulation of the data is 420¿30 K down to about 1600 km. Below 1600 km the temperature decreases with a variable lapse rate down to 120¿30 K near the methane homopause located at 1010¿40 km. A constant temperature at 120 K is applied in the model for the region of the methane homopause down to 960 km where the present analysis terminates. Column amounts of H2 and H were measured from 2900 km down to about 1100 km, giving densities of [H2>≂1.0¿103 cm-3 and [H>~5.5¿106 cm-3 near the exobase at 2500 km. Near the methane homopause the H2 density is [H2>=1.2¿1022 cm-3 with a CH4 number density mixing ratio of 6.0¿10-5. The eddy diffusion coefficient in the vicinity of the methane homopause is estimated to be ~5.0¿109 cm-2 s-1 from near the exobase down to a terminal boundary of about 1200 km.