This study was undertaken to characterize ground- water flow in the Stony Brook, Beden Brook, and Jacobs Creek drainage basins in west-central New Jersey. The 89-square-mile study area is underlain by dipping beds of fractured siltstone, shale, and sandstone and by massive diabase sills. In all of the rocks, the density of interconnected fractures decreases with depth. A major fault extends through the study area, and rocks on both sides of the fault are extensively fractured. The average annual rates of precipitation and ground-water recharge in the study area are 45.07 inches and 8.58 inches, respectively. The rate of recharge to diabase rocks is about one-half the rate of recharge to other rocks. Part of the surface runoff from diabase rocks enters the ground-water system where it encounters more permeable rocks. Most ground water in the study area follows short, shallow flow paths. A three- dimensional finite-difference model of ground-water flow was developed to test hypotheses concerning geologic features that control ground-water flow in the study area. The decrease in the density of interconnected fractures with depth was represented by dividing the model into two layers with different hydraulic conductivity. The pinching out of water- bearing beds in the dip direction at land surface and at depth was simulated as a lower hydraulic conductivity in the dip direction than in the strike direction. This model can be used to analyze ground-water flow if the area of interest is more than about 0.5 square mile.