A simplified steady-state ground-water flow model was prepared for the Rush Springs aquifer in western Oklahoma. A 3-kilometer square grid was established over the area containing two layers with 674 active nodes simulated in the model. The steady-state model simulation used a mean recharge rate of 3.05 x 10-4 feet per day and a hydraulic conductivity range from 0.8 to 10 feet per day. The error at each node in the model is defined as the difference between the measured and simulated water levels.The arithmetic mean error for 170 of the 674 active nodes was -0.11 feet, the absolute value mean error was 7.55 feet, and the standard deviation of the error was 10.21 feet. A net simulated recharge of 231 cubic feet per second is balanced by a discharge to drains and seeps of 190.6 cubic feet per second about 82 percent of the total recharge. Discharge to the main stem of the Washita River is about 41 cubic feet per second about 18 percent of the recharge.