The ground-water flow system in the Coastal Plain of Virginia and adjacent parts of Maryland and North Carolina consists of a water table aquifer and an underlying sequence of confined aquifers and intervening confining units composed of unconsolidated sand and clay. A digital flow model was developed to enhance knowledge of the behavior of the ground-water flow system in response to its development. Ten pumping periods covering 90 yr of withdrawal simulated the history of ground-water development. Simulated potentiometric-surface maps for 1980 show lowered water levels and the development of coalescing cones of depression around the cities of Franklin, Suffolk, and Williamsburg and the town of West Point, all in Virginia. The largest simulated decline in water level, about 210 ft was near Franklin. Water budgets indicate that over the period of simulation (1891-1980): (1) pumpage from the model area increased by about 105 Mgal/d; (2) lateral boundary outflow increased by about 5 Mgal/d; (3) ground-water flow to streams and coastal water decreased by about 107.5 Mgal/d; (4) lateral boundary inflow increased by about 0.7 Mgal/d, and (5) water released from aquifer storage increased by about 1.6 Mgal/d. Simulated rates of recharge into the confined aquifer system at the end of the final pumping period (1980) varied up to 3.8 in/yr. and simulated rates of discharge out of the confined system varied up to 2.2 in/yr. Results of simulations show an increase of about 110 Mgal/d into the confined system from the unconfined system over the period of simulation. This increase in flow into the confined system affected local discharge of ground water to streams and regional discharge to coastal water. Lowering the storage coefficient of the aquifer had a minimal effect simulated water levels, whereas increasing the storage coefficient had a much more significant effect.