Transient numerical ground-water-flow simulation and optimization techniques were used to evaluate potential effects of instream-flow criteria and water-supply demands on ground-water development options and resultant streamflow depletions in the Big River Area, Rhode Island. The 35.7 square-mile (mi2) study area includes three river basins, the Big River Basin (30.9 mi2), the Carr River Basin (which drains to the Big River Basin and is 7.33 mi2 in area), the Mishnock River Basin (3.32 mi2), and a small area that drains directly to the Flat River Reservoir. The overall objective of the simulations was to determine the amount of ground water that could be withdrawn from the three basins when constrained by streamflow requirements at four locations in the study area and by maximum rates of withdrawal at 13 existing and hypothetical well sites. The instream-flow requirement for the outlet of each basin and the outfall of Lake Mishnock were the primary variables that limited the amount of ground water that could be withdrawn. A requirement to meet seasonal ground-water-demand patterns also limits the amount of ground water that could be withdrawn by up to about 50 percent of the total withdrawals without the demand-pattern constraint. Minimum water-supply demands from a public water supplier in the Mishnock River Basin, however, did not have a substantial effect on withdrawals in the Big River Basin. Hypothetical dry-period instream-flow requirements and the effects of artificial recharge also affected the amount of ground water that could be withdrawn. Results of simulations indicate that annual average ground-water withdrawal rates that range up to 16 million gallons per day (Mgal/d) can be withdrawn from the study area under simulated average hydrologic conditions depending on instream-flow criteria and water-supply demand patterns. Annual average withdrawals of 10 to 12 Mgal/d are possible for proposed demands of 3.4 Mgal/d in the Mishnock Basin, and for a constant annual instream-flow criterion of 0.5 cubic foot per second per square mile (ft3/s/mi2) at the four streamflow-constraint locations. An average withdrawal rate of 10 Mgal/d can meet estimates of future (2020) water-supply needs of surrounding communities in Rhode Island. This withdrawal rate represents about 13 percent of the average 2002 daily withdrawal from the Scituate Reservoir (76 Mgal/d), the State?s largest water supply. Average annual withdrawal rates of 6 to 7 Mgal/d are possible for more stringent instream-flow criteria that might be used during dry-period hydrologic conditions. Two example scenarios of dry-period instream-flow constraints were evaluated: first, a minimum instream flow of 0.1 cubic foot per second at any of the four constraint locations; and second, a minimum instream flow of 10 percent of the minimum monthly streamflow estimate for each streamflow-constraint location during the period 1961?2000. The State of Rhode Island is currently (2004) considering methods for establishing instream-flow criteria for streams within the State. Twelve alternative annual, seasonal, or monthly instream-flow criteria that have been or are being considered for application in southeastern New England were used as hypothetical constraints on maximum ground-water-withdrawal rates in management-model calculations. Maximum ground-water-withdrawal rates ranged from 5 to 16 Mgal/d under five alternative annual instream-flow criteria. Maximum ground-water-withdrawal rates ranged from 0 to 13.6 Mgal/d under seven alternative seasonal or monthly instream-flow criteria. The effect of ground-water withdrawals on seasonal variations in monthly average streamflows under each criterion also were compared. Evaluation of management-model results indicates that a single annual instream-flowcriterion may be sufficient to preserve seasonal variations in monthly average streamflows and meet water-supply demands in the Big River Area, because withdrawals from wells in the Big