This report describes a modeling approach for studying how redox conditions evolve under the influence of a complex ground-water flow field. The distribution of redox conditions within a flow system is of interest because of the intrinsic susceptibility of an aquifer to redox-sensitive, naturally occurring contaminants - such as arsenic - as well as anthropogenic contaminants - such as chlorinated solvents. The MODFLOW-MT3D-RT3D suite of code was applied to a glacial valley-fill aquifer to demonstrate a method for testing the interaction of flow patterns, sources of reactive organic carbon, and availability of electron acceptors in controlling redox conditions. Modeling results show how three hypothetical distributions of organic carbon influence the development of redox conditions in a water-supply aquifer. The distribution of strongly reduced water depends on the balance between the rate of redox reactions and the capability of different parts of the flow system to transmit oxygenated water. The method can take account of changes in the flow system induced by pumping that result in a new distribution of reduced water.