Freshwater for Hilton Head Island, South Carolina, is supplied by withdrawals from the Upper Floridan aquifer. Freshwater for the nearby city of Savannah, Georgia, and for the industry that has grown adjacent to the city, has also been supplied, in part, by withdrawal from the Upper Floridan aquifer since 1885. The withdrawal of ground water has caused water levels in the Upper Floridan aquifer to decline over a broad area, forming a cone of depression in the potentiometric surface of the aquifer centered near Savannah. In 1984, the cone of depression extended beneath Hilton Head Island as far as Port Royal Sound. Flow in the aquifer, which had previously been toward Port Royal Sound, has been reversed, and, as a result, saltwater in the aquifer beneath Port Royal Sound has begun to move toward Hilton Head Island. The Saturated-Unsaturated Transport (SUTRA) model of the U.S. Geological Survey was used for the simulation of density-dependent ground-water flow and solute transport for a vertical section of the Upper Floridan aquifer and upper confining unit beneath Hilton Head Island and Port Royal Sound. The model simulated a dynamic equilibrium between the flow of seawater and freshwater in the aquifer near the Gyben-Herzberg position estimated for the period before withdrawals began in 1885; it simulated reasonable movements of brackish water and saltwater from that position to the position determined by chemical analyses of samples withdrawn from the aquifer in 1984, and it approximated hydraulic heads measured in the aquifer in 1976 and 1984. The solute-transport simulations indicate that the transition zone would continue to move toward Hilton Head Island even if pumping ceased on the island. Increases in existing withdrawals or additional withdrawals on or near Hilton Head Island would accelerate movement of the transition zone toward the island, but reduction in withdrawals or the injection of freshwater would slow movement toward the island, according to the simulations. Future movements of the transition zone toward Hilton Head Island will depend on hydraulic gradients in the aquifer beneath the island and the sound. Hydraulic gradients in the Upper Floridan aquifer beneath Hilton Head Island and Port Royal Sound are strongly influenced by withdrawals on the island and near Savannah. Since 1984, withdrawals on Hilton Head Island have increased.