The U.S. Geological Survey conducted a study in a highly productive and complex regolith-mantled carbonate valley in the northeastern part of the Cumberland Valley, Pa., as part of its Appalachian Valleys and Piedmont Regional Aquifer-system Analysis program. The study was designed to quantify the hydrogeologic characteristics and understand the ground-water flow system of a highly productive and complex thickly mantled carbonate valley. The Cumberland Valley is characterized by complexly folded and faulted carbonate bedrock in the valley bottom, by shale and graywacke to the north, and by red-sedimentary and diabase rocks in the east-southeast. Near the southern valley hillslope, the carbonate rock is overlain by wedge-shaped deposit of regolith, up to 450 feet thick, that is composed of residual material, alluvium, and colluvium. Locally, saturated regolith is greater than 200 feet thick. Seepage-run data indicate that stream reaches, near valley walls, are losing water from the stream, through the regolith, to the ground-water system. Results of hydrograph-separation analyses indicate that base flow in stream basins dominated by regolith-mantled carbonate rock, carbonate rock, and carbonate rock and shale are 81.6, 93.0, and 67.7 percent of total streamflow, respectively. The relative high percentage for the regolith-mantled carbonate-rock basin indicates that the regolith stores precipitation and slowly, steadily releases this water to the carbonate-rock aquifer and to streams as base flow. Anomalies in water-table gradients and configuration are a result of topography and differences in the character and distribution of overburden material, permeability, rock type, and geologic structure. Most ground-water flow is local, and ground water discharges to nearby springs and streams. Regional flow is northeastward to the Susquehanna River. Average-annual water budgets were calculated for the period of record from two continuous streamflow-gaging stations. Average-annual precipitation range from 39.0 to 40.5 inches, and averages about 40 inches for the model area. Average-annual recharge, which was assumed equal to the average-annual base flow, ranged from 12 inches for the Conodoguinet Creek, and 15 inches for the Yellow Breeches Creek. The thickly-mantled carbonate system was modeled as a three- dimensional water-table aquifer. Recharge to, ground-water flow through, and discharge from the Cumberland Valley were simulated. The model was calibrated for steady-state conditions using average recharge and discharge data. Aquifer horizontal hydraulic conductivity was calculated from specific-capacity data for each geologic unit in the area. Particle-tracking analyses indicate that interbasin and intrabasin flows of groundwater occur within the Yellow Breeches Creek Basin and between the Yellow Breeches and Conodoguinet Creek Basins.