Heads and flow patterns in surficial aquifers can be strongly influenced by the presence of stationary surface-water bodies (lakes) that are in direct contact, vertically and laterally, with the aquifer. Conversely, lake stages can be significantly affected by the volume of water that seeps through the lakebed that separates the lake from the aquifer. For these reasons, a set of computer subroutines called the Lake Package (LAK3) was developed to represent lake/aquifer interaction in numerical simulations using the U.S. Geological Survey three-dimensional, finite-difference, modular ground-water flow model MODFLOW and the U.S. Geological Survey three-dimensional method-of-characteristics solute-transport model MOC3D. In the Lake Package described in this report, a lake is represented as a volume of space within the model grid which consists of inactive cells extending downward from the upper surface of the grid. Active model grid cells bordering this space, representing the adjacent aquifer, exchange water with the lake at a rate determined by the relative heads and by conductances that are based on grid cell dimensions, hydraulic conductivities of the aquifer material, and user-specified leakance distributions that represent the resistance to flow through the material of the lakebed. Parts of the lake may become ?dry? as upper layers of the model are dewatered, with a concomitant reduction in lake surface area, and may subsequently rewet when aquifer heads rise. An empirical approximation has been encoded to simulate the rewetting of a lake that becomes completely dry. The variations of lake stages are determined by independent water budgets computed for each lake in the model grid. This lake budget process makes the package a simulator of the response of lake stage to hydraulic stresses applied to the aquifer. Implementation of a lake water budget requires input of parameters including those representing the rate of lake atmospheric recharge and evaporation, overland runoff, and the rate of any direct withdrawal from, or augmentation of, the lake volume. The lake/aquifer interaction may be simulated in both transient and steady-state flow conditions, and the user may specify that lake stages be computed explicitly, semi-implicitly, or fully-implicitly in transient simulations. The lakes, and all sources of water entering the lakes, may have solute concentrations associated with them for use in solute-transport simulations using MOC3D. The Stream Package of MODFLOW-2000 and MOC3D represents stream connections to lakes, either as inflows or outflows. Because lakes with irregular bathymetry can exist as separate pools of water at lower stages, that coalesce to become a single body of water at higher stages, logic was added to the Lake Package to allow the representation of this process as a user option. If this option is selected, a system of linked pools (sublakes) is identified in each time step and stages are equalized based on current relative sublake surface areas.