Using topography and gravity data as constraints, we formulate spherical harmonic thin elastic-shell models to determine the subsurface structure of the Hellas and Utopia basins. For Hellas, we show that our model is consistent with the elastic thickness results of McGovern et al. (2002, 2004). The thin elastic lithosphere at the time of formation implies that Hellas is close to isostatic. Since Utopia formed earlier, we argue that an isostatic assumption is justified for the Utopia basin before it was filled. From this supposition, we derive a system of equations that allows us to solve for the amount of fill, the prefill topography, and the amount of flexure due to the fill within the Utopia basin. An analysis of the parameter space shows that the fill density and the amount of fill is strongly dependent on the elastic thickness at the time of infilling. A thinner elastic lithosphere favors a denser fill, while a thicker lithosphere will allow for less dense material. Likewise, larger crustal thickness values lead to smaller fill density values. The presence of quasi-circular depressions, interpreted as impact craters, within the Utopia basin indicates that the majority of the material within Utopia was deposited prior to 4.04--4.11 Ga. The early timing for the deposition combined with the heat imparted by the basin forming event argues for a thinner lithosphere which could, in turn, suggest fill densities that are more consistent with a volcanic load than with pure sediment or ice-rich material. These results are supported using an alternative method of determining the amount of fill and flexure within Utopia. This model assumes that Hellas and Utopia were initially identical and that the only difference in their subsequent evolution was the addition of material in the Utopia basin. The volume of material needed to fill Utopia is immense (on the order of 50 million km3 or more). The high density obtained for the fill requires that it contain a large igneous component, the source of which is problematic. Relaxing the isostatic assumption to a reasonable degree perturbs the density bound only slightly.