The digital model used to simulate ground-water flow in the aquifer system in the basin drained by Piceance and Yellow Creeks in northwestern Colorado is described in detail. The model is quasi three-dimensional in that it simulates ground-water flow in a multiaquifer system by assuming horizontal flow in the aquifers and vertical flow through the confining layers separating the aquifers. The model uses the iterative alternating-direction implicit procedure to solve the finite-difference flow equations. The digital model is documented by a program listing and flow charts. Data used in the model and sample output are presented to document the simulation of steady-state flow in the aquifer system. The variables used in the computer program and program options are discussed in detail. (Woodard-USGS)