A regional 3-D total petroleum-system model was developed to evaluate petroleum generation and migration histories in the Mesopotamian Basin and Zagros fold belt in Iraq. The modeling was undertaken in conjunction with Middle East petroleum assessment studies conducted by the USGS. Regional structure maps, isopach and facies maps, and thermal maturity data were used as input to the model. The oil-generation potential of Jurassic source-rocks, the principal known source of the petroleum in Jurassic, Cretaceous, and Tertiary reservoirs in these regions, was modeled using hydrous pyrolysis (Type II-S) kerogen kinetics. Results showed that oil generation in source rocks commenced in the Late Cretaceous in intrashelf basins, peak expulsion took place in the late Miocene and Pliocene when these depocenters had expanded along the Zagros foredeep trend, and generation ended in the Holocene when deposition in the foredeep ceased. The model indicates that, at present, the majority of Jurassic source rocks in Iraq have reached or exceeded peak oil generation and most rocks have completed oil generation and expulsion. Flow-path simulations demonstrate that virtually all oil and gas fields in the Mesopotamian Basin and Zagros fold belt overlie mature Jurassic source rocks (vertical migration dominated) and are situated on, or close to, modeled migration pathways. Fields closest to modeled pathways associated with source rocks in local intrashelf basins were charged earliest from Late Cretaceous through the middle Miocene, and other fields filled later when compression-related traps were being formed. Model results confirm petroleum migration along major, northwest-trending folds and faults, and oil migration loss at the surface.