Parameters in numerical ground-water flow models have been successfully estimated using nonlinear-optimization methods such as the modified Gauss-Newton (GN) method and conjugate-direction methods. This paper investigates the relative efficiency of GN and three conjugate-direction parameter-estimation methods on two-dimensional, steady-state and transient ground-water flow test cases. The steady-state test cases are included to compare the performance of the algorithm with published examples. The three conjugate-direction methods are the Fletcher-Reeves (FR) and quasi-Newton (QN) regression methods, and combination Fletcher-Reeves quasi-Newton (FR-QN). All three are combined with Newton's method of calculating step size. The numerical ground-water flow model is described by McDonald and Harbaugh.