A numerical ground-water flow model of the upper Santa Cruz basin in Pinal, Pima, and Santa Cruz Counties was developed to evaluate predevelopment conditions in 1940, ground-water withdrawals for 1940-86, and potential water-level declines and land subsidence for 1987-2024. Simulations of steady-state ground-water conditions indicate 12,900 acre-feet of ground-water inflow, 15,260 acre-feet of outflow, 53,000 acre-feet of pre- development pumpage, 29,840 acre-feet of mountain- front recharge, and 34,020 acre-feet of streamflow infiltration in 1940. Simulations of transient ground-water conditions indicate a total of 6.6 million acre-feet of net pumpage and 3.4 million acre-feet of water removed from aquifer storage for 1941-86. A difference of 1.2 million acre-feet between estimated and net pumpage is attributed to increased recharge from irrigation return flow, mine return flow, and infiltration of sewage effluent. Estimated natural recharge represents 40 percent of pumpage for 1966-86 and averaged 63,860 acre-feet per year for 1940-57 and 76,250 acre-feet per year for 1958-86. The increase in recharge after 1958 was coincident with above- average winter streamflow in the Santa Cruz River for 1959-86. Increased recharge after 1958 and decreased pumpage after 1975 contributed to decreased water-level declines or to recoveries after 1977 in wells near the Santa Cruz River and its tributaries. The results of projection simu- lations indicate that a maximum potential subsi- dence for 1987-2024 ranges from 1.2 feet for an inelastic specific storage of .0001 ft to 12 feet for an inelastic specific storage of .0015 ft. The simulations were made on the basis of pumpage and recharge rates from 1986 and by using a preconso- lidation-stress threshold of 100 feet. A permanent reduction in acquitard storage can range from 1 to 12 percent of the potential loss of 3.9 million acre-feet in aquifer-system storage for 1987-2024.