The purpose of this paper is to develop and analyze a least-squares approximation to a first order system. The first order system represents a reformulation of a second order elliptic boundary value problem which may be indefinite and/or nonsymmetric. The approach taken here is novel in that the least-squares functional employed involves a discrete inner product which is related to the inner product in H-1(\d) (the Sobolev space of order minus one on \d). The use of this inner product results in a method of approximation which is optimal with respect to the required regularity as well as the order of approximation even when applied to problems with low regularity solutions. In addition, the discrete system of equations which needs to be solved in order to compute the resulting approximation is easily preconditioned, thus providing an efficient method for solving the algebraic equations. The preconditioner for this discrete system only requires the construction of preconditioners for standard second order problems, a task which is well understood.