In this study, we analyzed 0.5--2.0 s period Rayleigh waves (Rg) generated by quarry and construction blasting in southern New England (SNE). We investigated group velocity dispersion and attenuation of the observed Rg waves. The paths crossing the Hartford Rift basin (HRB) show an obvious correlation between geology and Rg dispersion. The entire region in the southeastern New England comprising a wide range of geological structures and rock types from the Bronson Hill Anticlinorium to the Avalonian Terrane can be represented as one dispersion region. Therefore the relationship between lateral changes in geologic structures mapped on the surface and Rg dispersion is not as straightforward as might be expected for a best fitting flat-layered model of the shallow crust. The shear wave velocities appear to vary between 2.55 and 3.63 km/s within the upper 2.5 km except for the central HRB where the variation is between 2.12 and 2.7 km/s. Intrinsic Q structure is considered to be the primary means for the loss of energy in the shallow crust and was analyzed by modelling the waveforms of several of the observed seismograms. For this aspect of our study, we used a modal summation of Rayleigh waves assuming a far-field radiation approximation. The observed seismograms were dominated primarily by contributions from the fundamental mode, but higher modes were also include in the synthesis of the waveform. We were unable to model the absolute amplitudes of the waveforms because of the problems with the instrument calibration. It is clear, however, that to predict correct waveforms, the shear wave Q values in the upper few tenths of a kilometer of the crust must be about an order of magnitude smaller than Q values at the depth of 1--3 km which is of order of 100--250. ¿ American Geophysical Union 1990