The Bureau of Reclamation is developing a water-resource project, the Closed Basin Division, in the San Luis Valley of south-central Colorado that is designed to salvage unconfined ground water that currently is discharged as evapotranspiration. The water table in and near the 130,000-acre Closed Basin Division area will be lowered by an annual withdrawal of as much as 100,000 acre-feet of ground water from the unconfined aquifer. The legislation authorizing the project limits resulting drawdown of the water table in preexisting irrigation and domestic wells outside the Closed Basin Division to a maximum of 2 feet. Water levels in the closed basin in the northern part of the San Luis Valley historically have fluctuated more than 2 feet in response to water-use practices and variation of climatically controlled recharge and discharge. Declines of water levels in nearby wells that are caused by withdrawals in the Closed Basin Division can be quantified if water-level fluctuations that result from other water-use practices and climatic variations can be estimated. This study was done to evaluate water-level change at selected observation wells in and near the Closed Basin Division. Regression models of monthly water-level change were developed to predict monthly water-level change in 46 selected observation wells. Predictions of monthly water-level change are based on one or more of the following: elapsed time, cosine and sine functions with an annual period, streamflow depletion of the Rio Grande, electrical use for agricultural purposes, runoff into the closed basin, precipitation, and mean air temperature. Regression models for five of the wells include only an intercept term and either an elapsed-time term or terms determined by the cosine and sine functions. Regression models for the other 41 wells include 1 to 4 of the 5 other variables, which can vary from month to month and from year to year. Serial correlation of the residuals was detected in 24 of the regression models. These models also include an autoregressive term to account for serial correlation in the residuals. The adjusted coefficient of determination (Ra2) for the 46 regression models range from 0.08 to 0.89, and the standard errors of estimate range from 0.034 to 2.483 feet. The regression models of monthly water- level change can be used to evaluate whether post-1985 monthly water-level change values at the selected observation wells are within the 95-percent confidence limits of predicted monthly water-level change.