The ecological habitat requirements of aquatic organisms and recreational streamflow requirements of the South Fork Shenandoah River were investigated by the U.S. Geological Survey in cooperation with the Central Shenandoah Valley Planning District Commission, the Northern Shenandoah Valley Regional Commission, and Virginia Commonwealth University. Physical habitat simulation modeling was conducted to examine flow as a major determinant of physical habitat availability and recreation suitability using field-collected hydraulic habitat variables such as water depth, water velocity, and substrate characteristics. Fish habitat-suitability criteria specific to the South Fork Shenandoah River were developed for sub-adult and adult smallmouth bass (Micropterus dolomieu), juvenile and sub-adult redbreast sunfish (Lepomis auritus), spotfin or satinfin shiner (Cyprinella spp), margined madtom (Noturus insignis),and river chub (Nocomis micropogon). Historic streamflow statistics for the summer low-flow period during July, August, and September were used as benchmark low-flow conditions and compared to habitat simulation results and water-withdrawal scenarios based on 2005 withdrawal data. To examine habitat and recreation characteristics during droughts, daily fish habitat or recreation suitability values were simulated for 2002 and other selected drought years. Recreation suitability during droughts was extremely low, because the modeling demonstrated that suitable conditions occur when the streamflows are greater than the 50th percentile flow for July, August, and September. Habitat availability for fish is generally at a maximum when streamflows are between the 75th and 25th percentile flows for July, August, and September. Time-series results for drought years, such as 2002, showed that extreme low-flow conditions less than the 5th percentile of flow for July, August, and September corresponded to below-normal habitat availability for both game and nongame fish in the upper section of the river. For the middle section near Luray, margined madtom and river chub habitat area were below normal, whereas adult and sub-adult smallmouth bass habitat area remained near the median expected available habitat. In the lower section near Front Royal, time-series results for adult smallmouth bass, sub-adult smallmouth bass, and margined madtom habitat were below normal when streamflows were below the 10th percentile flow for July, August, and September. All other species of fish had habitat availability within the normal range for July, August, and September. Water-conservation scenarios representing a 50 percent water-withdrawal reduction resulted in game fish habitat availability within the normal range for habitat in upper and middle river sections, instead of below normal conditions which were observed during the 2002 drought. The 50 percent water-withdrawal reduction had no measurable effect on recreation. For nongame fish such as river chub, a 20 percent withdrawal reduction resulted in habitat availability within the normal range for habitat in the upper and middle river sections. Increased water-use scenarios representing a 5 percent increase in water withdrawals resulted in a slight reduction in habitat availability; however, increased withdrawals of 20 and 50 percent resulted in habitat availability substantially less than the 25th habitat percentile, or below normal. Habitat reductions were more pronounced when flows were lower than the 10th percentile flow for July, August, and September. The results show that for normal or wet years, increased water withdrawals are not likely to correspond with extensive habitat loss for game fish or nongame fish. During drought years, however, a 20 to 50 percent increase in water withdrawals may result in below normal habitat availability for game fish throughout the river and nongame fish in the upper and middle sections of the river. These simulations of rare historic drought conditions, such as those observed in 2002, serve as a baseline for development of ecological flow thresholds for drought planning.