This report describes a three-dimensional, finite difference, ground-water-flow model of the Santa Fe Group aquifer system within the Middle Rio Grande Basin between Cochiti and San Acacia, New Mexico. The aquifer system is composed of the Santa Fe Group of middle Tertiary to Quaternary age and post-Santa Fe Group valley and basin-fill deposits of Quaternary age. Population increases in the basin since the 1940's have caused dramatic increases in ground-water withdrawals from the aquifer system, resulting in large ground-water-level declines. Because the Rio Grande is hydraulically connected to the aquifer system, these ground-water withdrawals have also decreased flow in the Rio Grande. Concern about water resources in the basin led to the development of a research plan for the basin focused on the hydrologic interaction of ground water and surface water (McAda, D.P., 1996, Plan of study to quantify the hydrologic relation between the Rio Grande and the Santa Fe Group aquifer system near Albuquerque, central New Mexico: U.S. Geological Survey Water-Resources Investigations Report 96-4006, 58 p.). A multiyear research effort followed, funded and conducted by the U.S. Geological Survey and other agencies (Bartolino, J.R., and Cole, J.C., 2002, Ground-water resources of the Middle Rio Grande Basin, New Mexico: U.S. Geological Survey Circular 1222, 132 p.). The modeling work described in this report incorporates the results of much of this work and is the culmination of this multiyear study. The purpose of the model is (1) to integrate the components of the ground-water-flow system, including the hydrologic interaction between the surface-water systems in the basin, to better understand the geohydrology of the basin and (2) to provide a tool to help water managers plan for and administer the use of basin water resources. The aquifer system is represented by nine model layers extending from the water table to the pre-Santa Fe Group basement rocks, as much as 9,000 feet below the NGVD 29. The horizontal grid contains 156 rows and 80 columns, each spaced 3,281 feet (1 kilometer) apart. The model simulates predevelopment steady-state conditions and historical transient conditions from 1900 to March 2000 in 1 steady-state and 52 historical stress periods. Average annual conditions are simulated prior to 1990, and seasonal (winter and irrigation season) conditions are simulated from 1990 to March 2000. The model simulates mountain-front, tributary, and subsurface recharge; canal, irrigation, and septic-field seepage; and ground-water withdrawal as specified-flow boundaries. The model simulates the Rio Grande, riverside drains, Jemez River, Jemez Canyon Reservoir, Cochiti Lake, riparian evapotranspiration, and interior drains as head-dependent flow boundaries. Hydrologic properties representing the Santa Fe Group aquifer system in the ground-water-flow model are horizontal hydraulic conductivity, vertical hydraulic conductivity, specific storage, and specific yield. Variable horizontal anisotropy is applied to the model so that hydraulic conductivity in the north-south direction (along model columns) is greater than hydraulic conductivity in the east-west direction (along model rows) over much of the model. This pattern of horizontal anisotropy was simulated to reflect the generally north-south orientation of faulting over much of the modeled area. With variable horizontal anisotropy, horizontal hydraulic conductivities in the model range from 0.05 to 60 feet per day. Vertical hydraulic conductivity is specified in the model as a horizontal to vertical anisotropy ratio (calculated to be 150:1 in the model) multiplied by the horizontal hydraulic conductivity along rows. Specific storage was estimated to be 2 x 10-6 per foot in the model. Specific yield was estimated to be 0.2 (dimensionless). A ground-water-flow model is a tool that can integrate the complex interactions of hydrologic boundary conditions, aquifer materials