A numerical three-dimensional (3D) transient ground-water flow model of the Death Valley region was developed by the U.S. Geological Survey for the U.S. Department of Energy programs at the Nevada Test Site and at Yucca Mountain, Nevada. Decades of study of aspects of the ground-water flow system and previous less extensive ground-water flow models were incorporated and reevaluated together with new data to provide greater detail for the complex, digital model. A 3D digital hydrogeologic framework model (HFM) was developed from digital elevation models, geologic maps, borehole information, geologic and hydrogeologic cross sections, and other 3D models to represent the geometry of the hydrogeologic units (HGUs). Structural features, such as faults and fractures, that affect ground-water flow also were added. The HFM represents Precambrian and Paleozoic crystalline and sedimentary rocks, Mesozoic sedimentary rocks, Mesozoic to Cenozoic intrusive rocks, Cenozoic volcanic tuffs and lavas, and late Cenozoic sedimentary deposits of the Death Valley Regional Ground-Water Flow System (DVRFS) region in 27 HGUs. Information from a series of investigations was compiled to conceptualize and quantify hydrologic components of the ground-water flow system within the DVRFS model domain and to provide hydraulic-property and head-observation data used in the calibration of the transient-flow model. These studies reevaluated natural ground-water discharge occurring through evapotranspiration and spring flow; the history of ground-water pumping from 1913 through 1998; ground-water recharge simulated as net infiltration; model boundary inflows and outflows based on regional hydraulic gradients and water budgets of surrounding areas; hydraulic conductivity and its relation to depth; and water levels appropriate for regional simulation of prepumped and pumped conditions within the DVRFS model domain. Simulation results appropriate for the regional extent and scale of the model were provided by acquiring additional data, by reevaluating existing data using current technology and concepts, and by refining earlier interpretations to reflect the current understanding of the regional ground-water flow system. Ground-water flow in the Death Valley region is composed of several interconnected, complex ground-water flow systems. Ground-water flow occurs in three subregions in relatively shallow and localized flow paths that are superimposed on deeper, regional flow paths. Regional ground-water flow is predominantly through a thick Paleozoic carbonate rock sequence affected by complex geologic structures from regional faulting and fracturing that can enhance or impede flow. Spring flow and evapotranspiration (ET) are the dominant natural ground-water discharge processes. Ground water also is withdrawn for agricultural, commercial, and domestic uses. Ground-water flow in the DVRFS was simulated using MODFLOW-2000, a 3D finite-difference modular ground-water flow modeling code that incorporates a nonlinear least-squares regression technique to estimate aquifer parameters. The DVRFS model has 16 layers of defined thickness, a finite-difference grid consisting of 194 rows and 160 columns, and uniform cells 1,500 m on each side. Prepumping conditions (before 1913) were used as the initial conditions for the transient-state calibration. The model uses annual stress periods with discrete recharge and discharge components. Recharge occurs mostly from infiltration of precipitation and runoff on high mountain ranges and from a small amount of underflow from adjacent basins. Discharge occurs primarily through ET and spring discharge (both simulated as drains) and water withdrawal by pumping and, to a lesser amount, by underflow to adjacent basins, also simulated by drains. All parameter values estimated by the regression are reasonable and within the range of expected values. The simulated hydraulic heads of the final calibrated transient model gener