In the early 1990's, two numerical models of the Death Valley regional ground-water flow system were developed by the U.S. Department of Energy. In general, the two models were based on the same basic hydrogeologic data set. In 1998, the U.S. Department of Energy requested that the U.S. Geological Survey develop and maintain a ground-water flow model of the Death Valley region in support of U.S. Department of Energy programs at the Nevada Test Site. The purpose of developing this 'second-generation' regional model was to enhance the knowledge an understanding of the ground-water flow system as new information and tools are developed. The U.S. Geological Survey also was encouraged by the U.S. Department of Energy to cooperate to the fullest extent with other Federal, State, and local entities in the region to take advantage of the benefits of their knowledge and expertise. The short-term objective of the Death Valley regional ground-water flow system project was to develop a steady-state representation of the predevelopment conditions of the ground-water flow system utilizing the two geologic interpretations used to develop the previous numerical models. The long-term objective of this project was to construct and calibrate a transient model that simulates the ground-water conditions of the study area over the historical record that utilizes a newly interpreted hydrogeologic conceptual model. This report describes the result of the predevelopment steady-state model construction and calibration. The Death Valley regional ground-water flow system is situated within the southern Great Basin, a subprovince of the Basin and Range physiographic province, bounded by latitudes 35 degrees north and 38 degrees 15 minutes north and by longitudes 115 and 118 degrees west. Hydrology in the region is a result of both the arid climatic conditions and the complex geology. Ground-water flow generally can be described as dominated by interbasinal flow and may be conceptualized as having two main components: a series of relatively shallow and localized flow paths that are superimposed on deeper regional flow paths. A significant component of the regional ground-water flow is through a thick Paleozoic carbonate rock sequence. Throughout the flow system, ground water flows through zones of high transmissivity that have resulted from regional faulting and fracturing. The conceptual model of the Death Valley regional ground-water flow system used for this study is adapted from the two previous ground-water modeling studies. The three-dimensional digital hydrogeologic framework model developed for the region also contains elements of both of the hydrogeologic framework models used in the previous investigations. As dictated by project scope, very little reinterpretation and refinement were made where these two framework models disagree; therefore, limitations in the hydrogeologic representation of the flow system exist. Despite limitations, the framework model provides the best representation to date of the hydrogeologic units and structures that control regional ground-water flow and serves as an important information source used to construct and calibrate the predevelopment, steady-state flow model. In addition to the hydrogeologic framework, a complex array of mechanisms accounts for flow into, through, and out of the regional ground-water flow system. Natural discharges from the regional ground-water flow system occur by evapotranspiration, springs, and subsurface outflow. In this study, evapotranspiration rates were adapted from a related investigation that developed maps of evapotranspiration areas and computed rates from micrometeorological data collected within the local area over a multiyear period. In some cases, historical spring flow records were used to derive ground-water discharge rates for isolated regional springs. For this investigation, a process-based, numerical model was developed to estimat