Ground-water flow was simulated using variable-direction anisotropy in hydraulic conductivity to represent the folded, fractured sedimentary rocks that underlie the Shenandoah Valley in Virginia and West Virginia. The anisotropy is a consequence of the orientations of fractures that provide preferential flow paths through the rock, such that the direction of maximum hydraulic conductivity is oriented within bedding planes, which generally strike N30 deg E; the direction of minimum hydraulic conductivity is perpendicular to the bedding. The finite-element model SUTRA was used to specify variable directions of the hydraulic-conductivity tensor in order to represent changes in the strike and dip of the bedding throughout the valley. The folded rocks in the valley are collectively referred to as the Massanutten synclinorium, which contains about a 5-km thick section of clastic and carbonate rocks. For the model, the bedrock was divided into four units: a 300-m thick top unit with 10 equally spaced layers through which most ground water is assumed to flow, and three lower units each containing 5 layers of increasing thickness that correspond to the three major rock units in the valley: clastic, carbonate and metamorphic rocks. A separate zone in the carbonate rocks that is overlain by colluvial gravel - called the western-toe carbonate unit - was also distinguished. Hydraulic-conductivity values were estimated through model calibration for each of the four rock units, using data from 354 wells and 23 streamflow-gaging stations. Conductivity tensors for metamorphic and western-toe carbonate rocks were assumed to be isotropic, while conductivity tensors for carbonate and clastic rocks were assumed to be anisotropic. The directions of the conductivity tensor for carbonate and clastic rocks were interpolated for each mesh element from a stack of 'form surfaces' that provided a three-dimensional representation of bedrock structure. Model simulations were run with (1) variable strike and dip, in which conductivity tensors were aligned with the strike and dip of the bedding, and (2) uniform strike in which conductivity tensors were assumed to be horizontally isotropic with the maximum conductivity direction parallel to the N30 deg E axis of the valley and the minimum conductivity direction perpendicular to the horizontal plane. Simulated flow penetrated deeper into the aquifer system with the uniform-strike tensor than with the variable-strike-and-dip tensor. Sensitivity analyses suggest that additional information on recharge rates would increase confidence in the estimated parameter values. Two applications of the model were conducted - the first, to determine depth of recent ground-water flow by simulating the distribution of ground-water ages, showed that most shallow ground water is less than 10 years old. Ground-water age distributions computed by variable-strike-and-dip and uniform-strike models were similar, but differed beneath Massanutten Mountain in the center of the valley. The variable-strike-and-dip model simulated flow from west to east parallel to the bedding of the carbonate rocks beneath Massanutten Mountain, while the uniform-strike model, in which flow was largely controlled by topography, simulated this same area as an east-west ground-water divide. The second application, which delineated capture zones for selected well fields in the valley, showed that capture zones delineated with both models were similar in plan view, but differed in vertical extent. Capture zones simulated by the variable-strike-and-dip model extended downdip with the bedding of carbonate rock and were relatively shallow, while those simulated by the uniform-strike model extended to the bottom of the flow system, which is unrealistic. These results suggest that simulations of ground-water flow through folded fractured rock can be constructed using SUTRA to represent variable orientations of the hydraulic-conductivity tensor and produce a