Ground water model calibration has made great advances in recent years with practical tools such as PEST being instrumental for making the latest techniques available to practitioners. As models and calibration tools get more sophisticated, however, the power of these tools can be misapplied, resulting in poor parameter estimates and/or nonoptimally calibrated models that do not suit their intended purpose. Here, we focus on an increasingly common technique for calibrating highly parameterized numerical models - pilot point parameterization with Tikhonov regularization. Pilot points are a popular method for spatially parameterizing complex hydrogeologic systems; however, additional flexibility offered by pilot points can become problematic if not constrained by Tikhonov regularization. The objective of this work is to explain and illustrate the specific roles played by control variables in the PEST software for Tikhonov regularization applied to pilot points. A recent study encountered difficulties implementing this approach, but through examination of that analysis, insight into underlying sources of potential misapplication can be gained and some guidelines for overcoming them developed. ?? 2009 National Ground Water Association.