The Santa Clara Valley is a long, narrow trough extending about 35 miles southeast from the southern end of San Francisco Bay where the regional alluvial-aquifer system has been a major source of water. Intensive agricultural and urban development throughout the 20th century and related ground-water development resulted in ground-water-level declines of more than 200 feet and land subsidence of as much as 12.7 feet between the early 1900s and the mid-1960s. Since the 1960s, Santa Clara Valley Water District has imported surface water to meet growing demands and reduce dependence on ground-water supplies. This importation of water has resulted in a sustained recovery of the ground-water flow system. To help support effective management of the ground-water resources, a regional ground-water/surface-water flow model was developed. This model simulates the flow of ground water and surface water, changes in ground-water storage, and related effects such as land subsidence. A numerical ground-water/surface-water flow model of the Santa Clara Valley subbasin of the Santa Clara Valley was developed as part of a cooperative investigation with the Santa Clara Valley Water District. The model better defines the geohydrologic framework of the regional flow system and better delineates the supply and demand components that affect the inflows to and outflows from the regional ground-water flow system. Development of the model includes revisions to the previous ground-water flow model that upgraded the temporal and spatial discretization, added source-specific inflows and outflows, simulated additional flow features such as land subsidence and multi-aquifer wellbore flow, and extended the period of simulation through September 1999. The transient-state model was calibrated to historical surface-water and ground-water data for the period 197099 and to historical subsidence for the period 198399. The regional ground-water flow system consists of multiple aquifers that are grouped into upper- and lower-aquifer systems. Ground-water inflow occurs as natural recharge in the form of streamflow infiltration and areal infiltration of precipitation along stream channels, artificial recharge from infiltration of imported water at recharge ponds and along selected stream channels, and leakage along selected transmission pipelines. Ground-water outflow occurs as evapotranspiration, stream base flow, discharge through pumpage from wells, and subsurface flow to the San Francisco Bay. The geohydrologic framework of the regional ground-water flow system was represented as six model layers. The hydraulic properties were redefined on the basis of cell-based lithologic properties that were delineated in terms of aggregate thicknesses of coarse-grained, fine-grained, and mixed textural categories. The regional aquifer systems also are dissected by several laterally extensive faults that may form at least partial barriers to the lateral flow of ground water. The spatial extent of the ground-water flow model was extended and refined to cover the entire Santa Clara Valley, including the Evergreen subregion. The temporal discretization was refined and the period of simulation was extended to 197099. The model was upgraded to MODFLOW-2000 (MF2K) and was calibrated to fit historical ground-water levels, streamflow, and land subsidence for the period 197099. The revised model slightly overestimates measured water levels with an root-mean-square error of -7.34 feet. The streamflow generally shows a good match on gaged creeks and rivers for flows greater than 1.2 cubic feet per second. The revised model also fits the measured deformation at the borehole extensometer site located near San Jose within 16 to 27 percent and the extensometer site near Sunnyvale within 3 percent of the maximum measured seasonal deformation for the deepest extensometers. The total ground-water inflow and outflow of about 225,500 acre-feet per