The flux of groundwater through shallow-water sediments into Lake Mendota was calculated from hydrologic studies and was measured directly with seepage meters at 106 sites around the lake. Groundwater accounted for a substantial amount (around 30\%) of the water budget. Pore water in seepage zones was collected for chemical analysis by two methods: (1) dialysis samplers; and (2) direct gentle suction. This pore water, which was assumed to represent seepage inflow, was considerably lower in nitrogen and phosphorus than surface inflow but was higher in phosphorus and lower in nitrogen than well water, indicating that well chemistry does not provide a good indication of the composition of groundwater entering lakes. Calculations indicated that seepage accounted for 12\% of the total phosphorus loading to Lake Mendota and 2\% of the total nitrogen budget. These results are interpreted in terms of the annual nutrient loading estimates that have been done on Lake Mendota involving only surface water measurements.