Pumping from closely spaced wells in the Central Brown County area and the Fox Cities area near the north shore of Lake Winnebago has resulted in the formation of deep cones of depression in the vicinity of the two pumping centers. Water-level measurements indicate there has been a steady decline in water levels in the vicinity of these two pumping centers for the past 50 years. This report describes the use of ground-water optimization modeling to efficiently allocate the ground-water resources in the Lower Fox River Valley. A 3-dimensional ground-water flow model was used along with optimization techniques to determine the optimal withdrawal rates for a variety of management alternatives. The simulations were conducted separately for the Central Brown County area and the Fox Cities area. For all simulations, the objective of the optimization was to maximize total ground-water withdrawals. The results indicate that ground water can supply nearly all of the projected 2030 demand for Central Brown County municipalities if all of the wells are managed (including the city of Green Bay), 8 new wells are installed, and the water-levels are allowed to decline to 100 ft below the bottom of the confining unit. Ground water can supply nearly all of the projected 2030 demand for the Fox Cities if the municipalities in Central Brown County convert to surface water; if Central Brown County municipalities follow the optimized strategy described above, there will be a considerable shortfall of available ground water for the Fox Cities communities. Relaxing the water-level constraint in a few wells, however, would likely result in increased availability of water. In all cases examined, optimization alternatives result in a rebound of the steady-state water levels due to projected 2030 withdrawal rates to levels at or near the bottom of the confining unit, resulting in increased well capacity. Because the simulations are steady-state, if all of the conditions of the model remain the same these withdrawal rates would be sustainable in perpetuity.