The Equus Beds aquifer is a primary water-supply source for Wichita, Kansas and the surrounding area because of shallow depth to water, large saturated thickness, and generally good water quality. Substantial water-level declines in the Equus Beds aquifer have resulted from pumping groundwater for agricultural and municipal needs, as well as periodic drought conditions. In March 2006, the city of Wichita began construction of the Equus Beds Aquifer Storage and Recovery project to store and later recover groundwater, and to form a hydraulic barrier to the known chloride-brine plume near Burrton, Kansas. In October 2009, the U.S. Geological Survey, in cooperation with the city of Wichita, began a study to determine groundwater flow in the area of the Wichita well field, and chloride transport from the Arkansas River and Burrton oilfield to the Wichita well field. Groundwater flow was simulated for the Equus Beds aquifer using the three-dimensional finite-difference groundwater-flow model MODFLOW-2000. The model simulates steady-state and transient conditions. The groundwater-flow model was calibrated by adjusting model input data and model geometry until model results matched field observations within an acceptable level of accuracy. The root mean square (RMS) error for water-level observations for the steady-state calibration simulation is 9.82 feet. The ratio of the RMS error to the total head loss in the model area is 0.049 and the mean error for water-level observations is 3.86 feet. The difference between flow into the model and flow out of the model across all model boundaries is -0.08 percent of total flow for the steady-state calibration. The RMS error for water-level observations for the transient calibration simulation is 2.48 feet, the ratio of the RMS error to the total head loss in the model area is 0.0124, and the mean error for water-level observations is 0.03 feet. The RMS error calculated for observed and simulated base flow gains or losses for the Arkansas River for the transient simulation is 7,916,564 cubic feet per day (91.6 cubic feet per second) and the RMS error divided by (/) the total range in streamflow (7,916,564/37,461,669 cubic feet per day) is 22 percent. The RMS error calculated for observed and simulated streamflow gains or losses for the Little Arkansas River for the transient simulation is 5,610,089 cubic feet per day(64.9 cubic feet per second) and the RMS error divided by the total range in streamflow (5,612,918/41,791,091 cubic feet per day) is 13 percent. The mean error between observed and simulated base flow gains or losses was 29,999 cubic feet per day (0.34 cubic feet per second) for the Arkansas River and -1,369,250 cubic feet per day (-15.8 cubic feet per second) for the Little Arkansas River. Cumulative streamflow gain and loss observations are similar to the cumulative simulated equivalents. Average percent mass balance difference for individual stress periods ranged from -0.46 to 0.51 percent. The cumulative mass balance for the transient calibration was 0.01 percent. Composite scaled sensitivities indicate the simulations are most sensitive to parameters with a large areal distribution. For the steady-state calibration, these parameters include recharge, hydraulic conductivity, and vertical conductance. For the transient simulation, these parameters include evapotranspiration, recharge, and hydraulic conductivity. The ability of the calibrated model to account for the additional groundwater recharged to the Equus Beds aquifer as part of the Aquifer Storage and Recovery project was assessed by using the U.S. Geological Survey subregional water budget program ZONEBUDGET and comparing those results to metered recharge for 2007 and 2008 and previous estimates of artificial recharge. The change in storage between simulations is the volume of water that estimates the recharge credit for the aquifer storage and recovery system. The estimated increase in storage of 1,607 acre-ft in the basin storage area compared to metered recharge of 1,796 acre-ft indicates some loss of metered recharge. Increased storage outside of the basin storage area of 183 acre-ft accounts for all but 6 acre-ft or 0.33 percent of the total. Previously estimated recharge credits for 2007 and 2008 are 1,018 and 600 acre-ft, respectively, and a total estimated recharge credit of 1,618 acre-ft. Storage changes calculated for this study are 4.42 percent less for 2007 and 5.67 percent more for 2008 than previous estimates. Total storage change for 2007 and 2008 is 0.68 percent less than previous estimates. The small difference between the increase in storage from artificial recharge estimated with the groundwater-flow model and metered recharge indicates the groundwater model correctly accounts for the additional water recharged to the Equus Beds aquifer as part of the Aquifer Storage and Recovery project. Small percent differences between inflows and outflows for all stress periods and all index cells in the basin storage area, improved calibration compared to the previous model, and a reasonable match between simulated and measured long-term base flow indicates the groundwater model accurately simulates groundwater flow in the study area. The change in groundwater level through recent years compared to the August 1940 groundwater level map has been documented and used to assess the change of storage volume of the Equus Beds aquifer in and near the Wichita well field for three different areas. Two methods were used to estimate changes in storage from simulation results using simulated change in groundwater levels in layer 1 between stress periods, and using ZONEBUDGET to calculate the change in storage in the same way the effects of artificial recharge were estimated within the basin storage area. The three methods indicate similar trends although the magnitude of storage changes differ. Information about the change in storage in response to hydrologic stresses is important for managing groundwater resources in the study area. The comparison between the three methods indicates similar storage change trends are estimated and each could be used to determine relative increases or decreases in storage. Use of groundwater level changes that do not include storage changes that occur in confined or semi-confined parts of the aquifer will slightly underestimate storage changes; however, use of specific yield and groundwater level changes to estimate storage change in confined or semi-confined parts of the aquifer will overestimate storage changes. Using only changes in shallow groundwater levels would provide more accurate storage change estimates for the measured groundwater levels method. The value used for specific yield is also an important consideration when estimating storage. For the Equus Beds aquifer the reported specific yield ranges between 0.08 and 0.35 and the storage coefficient (for confined conditions) ranges between 0.0004 and 0.16. Considering the importance of the value of specific yield and storage coefficient to estimates of storage change over time, and the wide range and substantial overlap for the reported values for specific yield and storage coefficient in the study area, further information on the distribution of specific yield and storage coefficient within the Equus Beds aquifer in the study area would greatly enhance the accuracy of estimated storage changes using both simulated groundwater level, simulated groundwater budget, or measured groundwater level methods.