Increased groundwater withdrawals from confined aquifers in the Maryland Coastal Plain to supply anticipated growth at Fort George G. Meade (Fort Meade) and surrounding areas resulting from the Department of Defense Base Realignment and Closure Program may have adverse effects in the outcrop or near-outcrop areas. Specifically, increased pumping from the Potomac Group aquifers (principally the Patuxent aquifer) could potentially reduce base flow in small streams below rates necessary for healthy biological functioning. Additionally, water levels may be lowered near, or possibly below, the top of the aquifer within the confined-unconfined transition zone near the outcrop area. A three-dimensional groundwater flow model was created to incorporate and analyze data on water withdrawals, streamflow, and hydraulic head in the region. The model is based on an earlier model developed to assess the effects of future withdrawals from well fields in Anne Arundel County, Maryland and surrounding areas, and includes some of the same features, including model extent, boundary conditions, and vertical discretization (layering). The resolution (horizontal grid discretization) of the earlier model limited its ability to simulate the effects of withdrawals on the outcrop and near-outcrop areas. The model developed for this study included a block-shaped higher-resolution local grid, referred to as the child model, centered on Fort Meade, which was coupled to the coarser-grid parent model using the shared node Local Grid Refinement capability of MODFLOW-LGR. A more detailed stream network was incorporated into the child model. In addition, for part of the transient simulation period, stress periods were reduced in length from 1 year to 3 months, to allow for simulation of the effects of seasonally varying withdrawals and recharge on the groundwater-flow system and simulated streamflow. This required revision of the database on withdrawals and estimation of seasonal variations in recharge represented in the earlier model. The calibrated model provides a tool for future forecasts of changes in the system under different management scenarios, and for simulating potential effects of withdrawals at Fort Meade and the surrounding area on water levels in the near-outcrop area and base flow in the outcrop area. Model error was assessed by comparing observed and simulated water levels from 62 wells (55 in the parent model and 7 in the child model). The root-mean-square error values for the parent and child model were 8.72 and 11.91 feet, respectively. Root-mean-square error values for the 55 parent model observation wells range from 0.95 to 30.31 feet; the range for the 7 child model observation wells is 5.00 to 24.17 feet. Many of the wells with higher root-mean-square error values occur at the perimeter of the child model and near large pumping centers, as well as updip in the confined aquifers. Root-mean-square error values decrease downdip and away from the large pumping centers. Both the parent and child models are sensitive to increasing withdrawal rates. The parent model is more sensitive than the child model to decreasing transmissivity of layers 3, 4, 5, and 6. The parent model is relatively insensitive to riverbed vertical conductance, however, the child model does exhibit some sensitivity to decreasing riverbed conductance. The overall water budget for the model included sources and sinks of water including recharge, surface-water bodies and rivers and streams, general-head boundaries, and withdrawals from permitted wells. Withdrawal from wells in 2005 was estimated to be equivalent to 8.5 percent of the total recharge rate.