Ground-water quality in the Lompoc area, especially in the Lompoc plain, is only marginally acceptable for most uses. Demand for ground water has increased for municipal use since the late 1950's and has continued to be high for irrigation on the Lompoc plain, the principal agricultural area in the Santa Ynez River basin. As use has increased, the quality of ground water has deteriorated in some areas of the Lompoc plain. The dissolved-solids concentration in the main zone of the upper aquifer beneath most of the central and western plains has increased from less than 1,000 milligrams per liter in the 1940's to greater than 2,000 milligrams per liter in the 1960's. Dissolved- solids concentration have remained relatively constant since the 1960's. A three-dimensional finite-difference model was used to simulate ground-water flow in the Lompoc area and a two-dimensional finite-element model was used to simulate solute transport to gain a better understanding of the ground-water system and to evaluate the effects of proposed management plans for the ground-water basin. The aquifer system was simulated in the flow model as four horizontal layers. In the area of the Lompoc plain, the layers represent the shallow, middle, and main zones of the upper aquifer, and the lower aquifer. For the Lompoc upland and Lompoc terrace, the four layers represent the lower aquifer. The solute transport model was used to simulate dissolved-solids transport in the main zone of the upper aquifer beneath the Lompoc plain. The flow and solute-transport models were calibrated to transient conditions for 1941-88. A steady-state simulation was made to provide initial conditions for the transient-state simulation by using long-term average (1941-88) recharge rates. Model- simulated hydraulic heads generally were within 5 feet of measured heads in the main zone for transient conditions. Model-simulated dissolved- solids concentrations for the main zone generally differed less than 200milligrams per liter from concentrations in 1988. During 1941-88 about 1,096,000 acre-feet of water was pumped from the aquifer system. Average pumpage for this period (22,830 acre-feet per year) exceeded pumpage for the steady-state simulation by 16,590 acre-feet per year. The results of the transient simulation indicate that about 60 percent of this increase in pumpage was contributed by increased recharge, 28 percent by decreased natural discharge from the system (primarily discharge to the Santa Ynez River and transpiration), and 13 percent was withdrawn from storage. Total simulated downward leakage from the middle zone to the main zone in the central plain and upward leakage from the consolidated rocks to the main zone significantly increased in response to increased pumpage, which increased from about 6,240 to 30,870 acre-feet per year from 1941 to 1988. Average dissolved-solid concentration in the middle zone in 1987-88 ranged from 2,000 to 3,000 milligrams per liter beneath the northeastern plain and the dissolved-solids concentration of two samples from the consolidated rocks beneath the western plain averaged 4,300 milligrams per liter. Because the dissolved-solids concentration for the middle zone and the consolidated rocks is higher than the simulated steady-state dissolved-solids concentration of the main zone, the increase in the leakage from these two sources resulted in increased dissolved-solids concentration in the main zone during the transient period. The model results indicate that the main source of increased dissolved- solids concentration in the northeastern and central plains was downward leakage from the middle zone; whereas, upward leakage from the consolidated rocks was the main source of the increased dissolved-solids concentrations in the northwestern and western plains. The models were used to estimate changes in hydraulic head and in dissolved-solids concentration resulting from three proposed management alternatives: (1) average recharge