The velocity and displacement time series from a recording on the seafloor at 74 km from the 1990 Upland earthquake (M = 5.6) are dominated by late-arriving waves with periods of 6 to 7 sec. These waves are probably surface waves traveling across the Los Angeles basin. Response spectra for the recording are in agreement with predictions from empirical regression equations and theoretical models for periods less than about 1 sec but are significantly larger than those predictions for longer periods. The longer-period spectral amplitudes are controlled by the late-arriving waves, which are not included in the theoretical models and are underrepresented in the data used in the empirical analyses. When the motions are scaled to larger magnitude, the results are in general agreement with simulations of wave propagation in the Los Angeles basin by Graves (1998).