Potentiometric surfaces in the Piney Point-Nanjemoy, Aquia, and Upper Patapsco aquifers have declined from 1950 through 2000 throughout southern Maryland. In the vicinity of Lexington Park, Maryland, the potentiometric surface in the Aquia aquifer in 2000 was as much as 170 feet below sea level, approximately 150 feet lower than estimated pre-pumping levels before 1940. At the present rate, the water levels will have declined to the regulatory allowable maximum of 80 percent of available drawdown in the Aquia aquifer by about 2050. The effect of the withdrawals from these aquifers by the Naval Air Station Patuxent River and surrounding users on the declining potentiometric surface has raised concern for future availability of ground water. Growth at Naval Air Station Patuxent River may increase withdrawals, resulting in further drawdown. A ground-water-flow model, combined with optimization modeling, was used to develop withdrawal scenarios that minimize the effects (drawdown) of hypothetical future withdrawals. A three-dimensional finite-difference ground-water-flow model was developed to simulate the ground-water-flow system in the Piney Point-Nanjemoy, Aquia, and Upper Patapsco aquifers beneath the Naval Air Station Patuxent River. Transient and steady-state conditions were simulated to give water-resource managers additional tools to manage the ground-water resources. The transient simulation, representing 1900 through 2002, showed that the magnitude of withdrawal has increased over that time, causing ground-water flow to change direction in some areas. The steady-state simulation was linked to an optimization model to determine optimal solutions to hypothetical water-management scenarios. Two optimization scenarios were evaluated. The first scenario was designed to determine the optimal pumping rates for wells screened in the Aquia aquifer within three supply groups to meet a 25-percent increase in withdrawal demands, while minimizing the drawdown at a control location. The resulting optimal solution showed that pumping six wells above the rate required for maintenance produced the least amount of drawdown in the local potentiometric surface. The second hypothetical scenario was designed to determine the optimal location for an additional well in the Aquia aquifer in the northeastern part of the main air station. The additional well was needed to meet an increase in withdrawal of 43,000 cubic feet per day. The optimization model determined the optimal location for the new well, out of a possible 10 locations, while minimizing drawdown at control nodes located outside the western boundary of the main air station. The optimal location is about 1,500 feet to the east-northeast of the existing well.