The ground-water flow system in the Lower Susquehanna River Basin in Pennsylvania and Maryland can be considered as one complex unconfined aquifer in which secondary porosity and permeability are the dominant influences on the occurrence and flow of ground water. The degree of development of secondary porosity and permeability in the various lithologies of the lower basin determines the aquifer characteristics of each lithology. Based on qualitative evidence, the use of a porous-media model was assumed to be appropriate on a regional scale and a finite-difference ground-water flow model was constructed for the lower basin. -from Author