The Matanuska-Susitna Valley is in the Upper Cook Inlet Basin and is currently undergoing rapid population growth outside of municipal water and sewer service areas. In response to concerns about the effects of increasing water use on future groundwater availability, a study was initiated between the Alaska Department of Natural Resources and the U.S. Geological Survey. The goals of the study were (1) to compile existing data and collect new data to support hydrogeologic conceptualization of the study area, and (2) to develop a groundwater flow model to simulate flow dynamics important at the regional scale. The purpose of the groundwater flow model is to provide a scientific framework for analysis of regional-scale groundwater availability. To address the first study goal, subsurface lithologic data were compiled into a database and were used to construct a regional hydrogeologic framework model describing the extent and thickness of hydrogeologic units in the Matanuska-Susitna Valley. The hydrogeologic framework model synthesizes existing maps of surficial geology and conceptual geochronologies developed in the study area with the distribution of lithologies encountered in hundreds of boreholes. The geologic modeling package Geological Surveying and Investigation in Three Dimensions (GSI3D) was used to construct the hydrogeologic framework model. In addition to characterizing the hydrogeologic framework, major groundwater-budget components were quantified using several different techniques. A land-surface model known as the Deep Percolation Model was used to estimate in-place groundwater recharge across the study area. This model incorporates data on topography, soils, vegetation, and climate. Model-simulated surface runoff was consistent with observed streamflow at U.S. Geological Survey streamgages. Groundwater withdrawals were estimated on the basis of records from major water suppliers during 2004-2010. Fluxes between groundwater and surface water were estimated during field investigations on several small streams. Regional groundwater flow patterns were characterized by synthesizing previous water-table maps with a synoptic water-level measurement conducted during 2009. Time-series water-level data were collected at groundwater and lake monitoring stations over the study period (2009–present). Comparison of historical groundwater-level records with time-series groundwater-level data collected during this study showed similar patterns in groundwater-level fluctuation in response to precipitation. Groundwater-age data collected during previous studies show that water moves quickly through the groundwater system, suggesting that the system responds quickly to changes in climate forcing. Similarly, the groundwater system quickly returns to long-term average conditions following variability due to seasonal or interannual changes in precipitation. These analyses indicate that the groundwater system is in a state of dynamic equilibrium, characterized by water-level fluctuation about a constant average state, with no long-term trends in aquifer-system storage. To address the second study goal, a steady-state groundwater flow model was developed to simulate regional groundwater flow patterns. The groundwater flow model was bounded by physically meaningful hydrologic features, and appropriate internal model boundaries were specified on the basis of conceptualization of the groundwater system resulting in a three-layer model. Calibration data included 173 water‑level measurements and 18 measurements of streamflow gains and losses along small streams. Comparison of simulated and observed heads and flows showed that the model accurately simulates important regional characteristics of the groundwater flow system. This model is therefore appropriate for studying regional-scale groundwater availability. Mismatch between model-simulated and observed hydrologic quantities is likely because of the coarse grid size of the model and seasonal transient effects. Next steps towards model refinement include the development of a transient groundwater flow model that is suitable for analysis of seasonal variability in hydraulic heads and flows. In addition, several important groundwater budget components remain poorly quantified—including groundwater outflow to the Matanuska River, Little Susitna River, and Knik Arm.