Secondary openings in bedrock are the avenues for virtually all ground-water flow in a 626-sqare-mile area in Lancaster and Berks Counties, Pennsylvania. The number, size, and interconnection of secondary openings are functions of lithology, depth, and topography. Ground water actively circulates to depths of 150 to 300 feet below land surface. Total average annual ground-water recharge for the area is 388 million gallons per day, most of which discharges to streams from local, unconfined flow systems. A digital ground-water flow model was developed to simulate unconfined flow under several different recharge and withdrawal scenarios. On the basis of lithologic and hydrologic differences, the modeled area was sub-divided into 22 hydrogeologic units. A finite-difference grid with rectangular blocks, each 2,015 by 2,332 feet, was used. The model was calibrated under steady-state and transient conditions. The steady-state calibration was used to determine hydraulic conductivities and stream leakage coefficients and the transient calibration was used to determine specific yields. The 22 hydrogeologic units fall into four general lithologies: Carbonate rocks, metamorphic rocks, Paleozoic sedimentary rocks, and Triassic sedimentary rocks. Average hydraulic conductivity ranges from about 8.8 feet per day in carbonate units to about .5 feet per day in metamorphic units. The Stonehenge Formation (limestone) has the greatest average hydraulic conductivity--85.2 feet per day in carbonate units to about 0.11 feet per day in the greatest gaining-strem leakage coefficient--16.81 feet per day. Specific yield ranges from 0.06 to 0.09 in carbonate units, and is 0.02 to 0.015, and 0.012 in metamorphic, Paleozoic sedimentary, and Triassic sedimentary units, respectively. Transient simulations were made to determine the effects of four different combinations of natural and artificial stresses. Natural aquifer conditions (no ground-water withdrawals) and actual aquifer conditions (current ground-water withdrawals) were simulated for two years under normal seasonal and hypothetical drought (60-percent reduction in winter-spring recharge) conditions. In October, 6 months after the hypothetical drought, simulated declines in water-table altitude due to the drought occurred everywhere and ranged from a median of 3.6 feet in carbonate units to 8.7 feet in carbonate units. Simulated base flows for five major streams were reduced by 33 to 51 percent during the hypothetical drought. Also in October, maximum simulated declines in water-table altitude due to ground-water withdrawls ranged from 33 feet in carbonate units to 79 feet in Triassic sedimentary units. Simulated base flows for five major streams were reduced by the amount of ground water withdrawn. Finally, again in October, maximum simulated declines in water-table altitude due to the combination of hypothetical drought and ground-water withdrawls ranged from 38 feet in carbonate units to 109 feet in Triassic sedimentary units. Due to aquifer dewatering, simulated declines were as much as 24 feet greater than the sum of the separate simulated declines that were caused by hypothetical drought and ground-water withdrawals. Some of the greatest simulated declines were in well fields, operated by three municipalities that experienced water-supply problems during the 1980-81 drought.