The Meads Creek valley encompasses 70 square miles of predominantly forested uplands in the upper Susquehanna River drainage basin. The valley, which was listed as a Priority Waterbody by the New York State Department of Environmental Conservation in 2004, is prone to periodic flooding, mostly in its downstream end, where development is occurring most rapidly. Hydraulic characteristics of the unconsolidated valley-fill aquifer were evaluated, and seepage rates in losing and gaining tributaries were calculated or estimated, in an effort to delineate the aquifer geometry and identify the factors that contribute to flooding. Results indicated that (1) Meads Creek gained about 61 cubic feet of flow per second (about 6.0 cubic feet per second per mile of stream channel) from ground-water discharge and inflow from tributaries in its 10.2-mile reach between the northernmost and southernmost measurement sites; (2) major tributaries in the northern part of the valley are not significant sources of recharge to the aquifer; and (3) major tributaries in the central and southern part of the valley provide recharge to the aquifer. The ground-water portion of streamflow in Meads Creek (excluding tributary inflow) was 11.3 cubic feet per second (ft3/s) in the central part of the valley and 17.2 ft3/s in the southern part - a total of 28.5 ft3/s. Ground-water levels were measured in 29 wells finished in unconfined deposits for construction of a potentiometric-surface map to depict directions of ground-water flow within the valley. In general, ground water flows from the edges of the valley toward Meads Creek and ultimately discharges to it. The horizontal hydraulic gradient for the entire 12-mile-long aquifer averages about 30 feet per mile, whereas the gradient in the southern fourth of the valley averages about half that - about 17 feet per mile. A water budget for the aquifer indicated that 28 percent of recharge was derived from precipitation that falls on the aquifer, 32 percent was from losing reaches of tributaries, 38 percent was unchanneled flow from hillsides that slope toward the valley (this estimate includes runoff and shallow ground-water inflow from till and bedrock), and the remaining 2 percent was from deep ground-water inflow from till and bedrock to the sides and bottom of the aquifer. Nearly all (94 percent) of the water discharged from the aquifer is equivalent to the streamflow gain in Meads Creek; the remaining 6 percent discharges as deep outflow to unconsolidated deposits in the Cohocton River valley. Several characteristics of the Meads Creek valley may contribute to flooding in the downstream area: (1) the southward decrease in the ground-water gradient impedes the ability of the aquifer to transmit water southward and can cause water levels to rise, (2) a high water table, typically only 5 to 10 feet below land surface, results in little storage capacity to absorb water from large storms, (3) a downstream narrowing of the valley impedes the southward flow of ground water and can cause water levels to rapidly rise during periods of prolonged or heavy precipitation, and (4) the upland slopes (till-covered bedrock) produce rapid runoff that recharges the aquifer. The combined effect of these conditions limits the ability of the aquifer to transmit sudden, large increases in recharge from precipitation and thereby provides a high potential for flooding in the southern third of the valley.