Rapid growth and development within Carson Valley in Douglas County, Nevada, and Alpine County, California, has caused concern over the continued availability of groundwater, and whether the increased municipal demand could either impact the availability of water or result in decreased flow in the Carson River. Annual pumpage of groundwater has increased from less than 10,000 acre feet per year (acre-ft/yr) in the 1970s to about 31,000 acre-ft/yr in 2004, with most of the water used in agriculture. Municipal use of groundwater totaled about 10,000 acre-feet in 2000. In comparison, average streamflow entering the valley from 1940 to 2006 was 344,100 acre-ft/yr, while average flow exiting the valley was 297,400 acre-ft/yr. Carson Valley is underlain by semi-consolidated Tertiary sediments that are exposed on the eastern side and dip westward. Quaternary fluvial and alluvial deposits overlie the Tertiary sediments in the center and western side of the valley. The hydrology of Carson Valley is dominated by the Carson River, which supplies irrigation water for about 39,000 acres of farmland and maintains the water table less than 5 feet (ft) beneath much of the valley floor. Perennial and ephemeral watersheds drain the Carson Range and the Pine Nut Mountains, and mountain-front recharge to the groundwater system from these watersheds is estimated to average 36,000 acre-ft/yr. Groundwater in Carson Valley flows toward the Carson River and north toward the outlet of the Carson Valley. An upward hydraulic gradient exists over much of the valley, and artesian wells flow at land surface in some areas. Water levels declined as much as 15 ft since 1980 in some areas on the eastern side of the valley. Median estimated transmissivities of Quaternary alluvial-fan and fluvial sediments, and Tertiary sediments are 316; 3,120; and 110 feet squared per day (ft2/d), respectively, with larger transmissivity values in the central part of the valley and smaller values near the valley margins. A groundwater-flow model of Quaternary and Tertiary sediments in Carson Valley was developed using MODFLOW and calibrated to simulate historical conditions from water years 1971 through 2005. The 35-year transient simulation represented quarterly changes in precipitation, streamflow, pumping and irrigation. Inflows to the groundwater system simulated in the model include mountain-front recharge from watersheds in the Carson Range and Pine Nut Mountains, valley recharge from precipitation and land application of wastewater, agricultural recharge from irrigation, and septic-tank discharge. Outflows from the groundwater system simulated in the model include evapotranspiration from the water table and groundwater withdrawals for municipal, domestic, irrigation and other water supplies. The exchange of water between groundwater, the Carson River, and the irrigation system was represented with a version of the Streamflow Routing (SFR) package that was modified to apply diversions from the irrigation network to irrigated areas as recharge. The groundwater-flow model was calibrated through nonlinear regression with UCODE to measured water levels and streamflow to estimate values of hydraulic conductivity, recharge and streambed hydraulic-conductivity that were represented by 18 optimized parameters. The aquifer system was simulated as confined to facilitate numerical convergence, and the hydraulic conductivity of the top active model layers that intersect the water table was multiplied by a factor to account for partial saturation. Storage values representative of specific yield were specified in parts of model layers where unconfined conditions are assumed to occur. The median transmissivity (T) values (11,000 and 800 ft2/d for the fluvial and alluvial-fan sediments, respectively) are both within the third quartile of T values estimated from specific-capacity data, but T values for Tertiary sediments are larger than the third quartile estimated from specific-capacity data. The estimated vertical anisotropy for the Quaternary fluvial sediments (9,000) is comparable to the value estimated for a previous model of Carson Valley. The estimated total volume of mountain-front recharge is equivalent to a previous estimate from the Precipitation-Runoff Modeling System (PRMS) watershed models, but less recharge is estimated for the Carson Range and more recharge is estimated for the Pine Nut Mountains than the previous estimate. Simulated flow paths indicate that groundwater flows faster through the center of Carson Valley and slower through the lower hydraulic-conductivity Tertiary sediments to the east. Shallow flow in the center of the valley is towards drainage channels, but deeper flow is generally directed toward the basin outlet to the north. The aquifer system is in a dynamic equilibrium with large inflows from storage in dry years and large outflows to storage in wet years. Pumping has historically been less than 10 percent of outflows from the groundwater system, and agricultural recharge has been less than 10 percent of inflows to the groundwater system. Three principal sources of uncertainty that affect model results are: (1) the hydraulic characteristics of the Tertiary sediments on the eastern side of the basin, (2) the composition of sediments beneath the alluvial fans and (3) the extent of the confining unit represented within fluvial sediments in the center of the basin. The groundwater-flow model was used in five 55-year predictive simulations to evaluate the long-term effects of different water-use scenarios on water-budget components, groundwater levels, and streamflow in the Carson River. The predictive simulations represented water years 2006 through 2060 using quarterly stress periods with boundary conditions that varied cyclically to represent the transition from wet to dry conditions observed from water years 1995 through 2004. The five scenarios included a base scenario with 2005 pumping rates held constant throughout the simulation period and four other scenarios using: (1) pumping rates increased by 70 percent, including an additional 1,340 domestic wells, (2A) pumping rates more than doubled with municipal pumping increased by a factor of four over the base scenario, (2B) pumping rates of 2A with 2,040 fewer domestic wells, and (3) pumping rates of 2A with 3,700 acres removed from irrigation. The 55-year predictive simulations indicate that increasing groundwater withdrawals under the scenarios considered would result in as much as 40 ft and 60 ft of water-table decline on the west and east sides of Carson Valley, respectively. The water table in the central part of the valley would remain essentially unchanged, but water-level declines of as much as 30 ft are predicted for the deeper, confined aquifer. The increased withdrawals would reduce the volume of groundwater storage and decrease the mean downstream flow in the Carson River by as much as 16,500 acre-ft/yr. If, in addition, 3,700 acres were removed from irrigation, the reduction in mean downstream flow in the Carson River would be only 6,500 acre-ft/yr. The actual amount of flow reduction is uncertain because of potential changes in irrigation practices that may not be accounted for in the model. The projections of the predictive simulations are sensitive to rates of mountain-front recharge specified for the Carson Range and the Pine Nut Mountains. The model provides a tool that can be used to aid water managers and planners in making informed decisions. A prudent management approach would include continued monitoring of water levels on both the east and west sides of Carson Valley to either verify the predictions of the groundwater-flow model or to provide additional data for recalibration of the model if the predictions prove inaccurate.