A numerical ground-water model was developed to simulate seasonal and long-term variations in ground-water flow in the Sierra Vista subwatershed, Arizona, United States, and Sonora, Mexico, portions of the Upper San Pedro Basin. This model includes the simulation of details of the groundwater flow system that were not simulated by previous models, such as ground-water flow in the sedimentary rocks that surround and underlie the alluvial basin deposits, withdrawals for dewatering purposes at the Tombstone mine, discharge to springs in the Huachuca Mountains, thick low-permeability intervals of silt and clay that separate the ground-water flow system into deep-confined and shallow-unconfined systems, ephemeral-channel recharge, and seasonal variations in ground-water discharge by wells and evapotranspiration. Steady-state and transient conditions during 1902-2003 were simulated by using a five-layer numerical ground- water flow model representing multiple hydrogeologic units. Hydraulic properties of model layers, streamflow, and evapotranspiration rates were estimated as part of the calibration process by using observed water levels, vertical hydraulic gradients, streamflow, and estimated evapotranspiration rates as constraints. Simulations approximate observed water-level trends throughout most of the model area and streamflow trends at the Charleston streamflow-gaging station on the San Pedro River. Differences in observed and simulated water levels, streamflow, and evapotranspiration could be reduced through simulation of climate-related variations in recharge rates and recharge from flood-flow infiltration.