Ground-water withdrawals by municipal wells in the Mettapoisett River valley, Massachusetts, are expected to triple in the next two decades. State and local concern about the long-term impacts of these withdrawals on ground-water levels and streamflow made it necessary to assess the ground-water resources of the valley and to develop a digital ground-water-flow model for management purposes. Ten pumping scenarios, which represent the present and proposed withdrawals from the aquifer, were simulated using reduced recharge conditions. Under conditions simulating 1965 average annual recharge, predicted water levels in the aquifer are as much as 9 feet lower than average annual levels. At the highest withdrawal rates, the predicted drawdown in four wells exceeds the estimated available drawdown. Under conditions representative of the 7-day 10-year low flow of the river, predicted water levels decline as much as 19 feet. Simulated withdrawals in six scenarios use all of the available ground-water discharge. If this drought condition should occur and streamflow is not supplemented by surface water, the model results indicate that the river in the southern half of the valley will stop flowing under most pumping plans. (USGS)