This document is directed toward individuals who wish to use a computer program to simulate ground-water flow in three dimensions. The strongly implicit procedure (SIP) numerical method is used to solve the set of simultaneous equations. New data processing techniques and program input and output options are emphasized. The quifer system to be modeled may be heterogeneous and anisotropic, and may include both artesian and water-table conditions. Systems which consist of well defined alternating layers of highly permeable and poorly permeable material may be represented by a sequence of equations for two dimensional flow in each of the highly permeable units. Boundaries where head or flux is user-specified may be irregularly shaped. The program also allows the user to represent streams as limited-source boundaries when the streamflow is small in relation to the hydraulic stress on the system. The data-processing techniques relating to ' cube ' input and output, to swapping of layers, to restarting of simulation, to free-format NAMELIST input, to the details of each sub-routine 's logic, and to the overlay program structure are discussed. The program is capable of processing large models that might overflow computer memories with conventional programs. Detailed instructions for selecting program options, for initializing the data arrays, for defining ' cube ' output lists and maps, and for plotting hydrographs of calculated and observed heads and/or drawdowns are provided. Output may be restricted to those nodes of particular interest, thereby reducing the volumes of printout for modelers, which may be critical when working at remote terminals. ' Cube ' input commands allow the modeler to set aquifer parameters and initialize the model with very few input records. Appendixes provide instructions to compile the program, definitions and cross-references for program variables, summary of the FLECS structured FORTRAN programming language, listings of the FLECS and FORTRAN source code, and samples of input and output for example simulations. (USGS)