Ground-water flow through the surficial aquifer system at Naval Station Mayport near Jacksonville, Florida, was simulated with a two-layer finite-difference model as part of an investigation conducted by the U.S. Geological Survey. The model was calibrated to 229 water-level measurements from 181 wells during three synoptic surveys (July 17, 1995; July 31, 1996; and October 24, 1996). A quantifiable understanding of ground-water flow through the surficial aquifer was needed to evaluate remedial-action alternatives under consideration by the Naval Station Mayport to control the possible movement of contaminants from sites on the station. Multi-well aquifer tests, single-well tests, and slug tests were conducted to estimate the hydraulic properties of the surficial aquifer system, which was divided into three geohydrologic units?an S-zone and an I-zone separated by a marsh-muck confining unit. The recharge rate was estimated to range from 4 to 15 inches per year (95 percent confidence limits), based on a chloride-ratio method. Most of the simulations following model calibration were based on a recharge rate of 8 inches per year to unirrigated pervious areas. The advective displacement of saline pore water during the last 200 years was simulated using a particle-tracking routine, MODPATH, applied to calibrated steady-state and transient models of the Mayport peninsula. The surficial aquifer system at Naval Station Mayport has been modified greatly by natural and anthropogenic forces so that the freshwater flow system is expanding and saltwater is being flushed from the system. A new MODFLOW package (VAR1) was written to simulate the temporal variation of hydraulic properties caused by construction activities at Naval Station Mayport. The transiently simulated saltwater distribution after 200 years of displacement described the chloride distribution in the I-zone (determined from measurements made during 1993 and 1996) better than the steady-state simulation. The advective movement of contaminants from selected sites within the solid waste management units to discharge points was simulated using MODPATH. Most of the particles were discharged to the nearest surface-water feature after traveling less than 1,000 feet in the ground-water system. Most areas within 1,000 feet of a surface-water feature or storm sewer had traveltimes of less than 50 years, based on an effective porosity of 40 percent. Contributing areas, traveltimes, and pathlines were identified for 224 wells at Naval Station Mayport under steady-state and transient conditions by back-tracking a particle from the midpoint of the wetted screen of each well. Traveltimes to contributing areas that ranged between 15 and 50 years, estimated by the steady-state model, differed most from the transient traveltime estimates. Estimates of traveltimes and pathlines based on steady-state model results typically were 10 to 20 years more and about twice as long as corresponding estimates from the transient model. The models differed because the steady-state model simulated 1996 conditions when Naval Station Mayport had more impervious surfaces than at any earlier time. The expansion of the impervious surfaces increased the average distance between contributing areas and observation wells.