A Hydrological Simulation Program-FORTRAN (HSPF) precipitation-runoff model of the Blackstone River Basin was developed and calibrated to study the effects of changing land- and water-use patterns on water resources. The 474.5 mi2 Blackstone River Basin in southeastern Massachusetts and northern Rhode Island is experiencing rapid population and commercial growth throughout much of its area. This growth and the corresponding changes in land-use patterns are increasing stress on water resources and raising concerns about the future availability of water to meet residential and commercial needs. Increased withdrawals and wastewater-return flows also could adversely affect aquatic habitat, water quality, and the recreational value of the streams in the basin. The Blackstone River Basin was represented by 19 hydrologic response units (HRUs): 17 types of pervious areas (PERLNDs) established from combinations of surficial geology, land-use categories, and the distribution of public water and public sewer systems, and two types of impervious areas (IMPLNDs). Wetlands were combined with open water and simulated as stream reaches that receive runoff from surrounding pervious and impervious areas. This approach was taken to achieve greater flexibility in calibrating evapotranspiration losses from wetlands during the growing season. The basin was segmented into 50 reaches (RCHRES) to represent junctions at tributaries, major lakes and reservoirs, and drainage areas to streamflow-gaging stations. Climatological, streamflow, water-withdrawal, and wastewater-return data were collected during the study to develop the HSPF model. Climatological data collected at Worcester Regional Airport in Worcester, Massachusetts and T.F. Green Airport in Warwick, Rhode Island, were used for model calibration. A total of 15 streamflow-gaging stations were used in the calibration. Streamflow was measured at eight continuous-record streamflow-gaging stations that are part of the U.S. Geological Survey cooperative streamflow-gaging network, and at seven partial-record stations installed in 2004 for this study. Because the model-calibration period preceded data collection at the partial-record stations, a continuous streamflow record was estimated at these stations by correlation with flows at nearby continuous-record stations to provide additional streamflow data for model calibration. Water-use information was compiled for 1996-2001 and included municipal and commercial/industrial withdrawals, private residential withdrawals, golf-course withdrawals, municipal wastewater-return flows, and on-site septic effluent return flows. Streamflow depletion was computed for all time-varying ground-water withdrawals prior to simulation. Water-use data were included in the model to represent the net effect of water use on simulated hydrographs. Consequently, the calibrated values of the hydrologic parameters better represent the hydrologic response of the basin to precipitation. The model was calibrated for 1997-2001 to coincide with the land-use and water-use data compiled for the study. Four long-term stations (Nipmuc River near Harrisville, Rhode Island; Quinsigamond River at North Grafton, Massachusetts; Branch River at Forestdale, Rhode Island; and Blackstone River at Woonsocket, Rhode Island) that monitor flow at 3.3, 5.4, 19, and 88 percent of the total basin area, respectively, provided the primary model-calibration points. Hydrographs, scatter plots, and flow-duration curves of observed and simulated discharges, along with various model-fit statistics, indicated that the model performed well over a range of hydrologic conditions. For example, the total runoff volume for the calibration period simulated at the Nipmuc River near Harrisville, Rhode Island; Quinsigamond River at North Grafton, Massachusetts; Branch River at Forestdale, Rhode Island; and Blackstone River at Woonsocket, Rhode Island streamflow-gaging stations differed from the observed runoff v