Groundwater is the sole source of residential water supply in Pierce, Polk, and St. Croix Counties, Wisconsin. A regional three-dimensional groundwater-flow model and three associated demonstration inset models were developed to simulate the groundwater-flow systems in the three-county area. The models were developed by the U.S. Geological Survey in cooperation with the three county governments. The objectives of the regional model of Pierce, Polk, and St. Croix Counties were to improve understanding of the groundwaterflow system and to develop a tool suitable for evaluating the effects of potential water-management programs. The regional groundwater-flow model described in this report simulates the major hydrogeologic features of the modeled area, including bedrock and surficial aquifers, groundwater/surface-water interactions, and groundwater withdrawals from high-capacity wells. Results from the regional model indicate that about 82 percent of groundwater in the three counties is from recharge within the counties; 15 percent is from surface-water sources, consisting primarily of recirculated groundwater seepage in areas with abrupt surface-water-level changes, such as near waterfalls, dams, and the downgradient side of reservoirs and lakes; and 4 percent is from inflow across the county boundaries. Groundwater flow out of the counties is to streams (85 percent), outflow across county boundaries (14 percent), and pumping wells (1 percent). These results demonstrate that the primary source of groundwater withdrawn by pumping wells is water that recharges within the counties and would otherwise discharge to local streams and lakes. Under current conditions, the St. Croix and Mississippi Rivers are groundwater discharge locations (gaining reaches) and appear to function as 'fully penetrating' hydraulic boundaries such that groundwater does not cross between Wisconsin and Minnesota beneath them. Being hydraulic boundaries, however, they can change in response to water withdrawals. Tributary rivers act as 'partially penetrating' hydraulic boundaries such that groundwater can flow underneath them through the deep sandstone aquifers. The model also demonstrates the effects of development on groundwater in the study area. Water-level declines since predevelopment (no withdrawal wells) are most pronounced where pumping is greatest and flow between layered aquifers is impeded by confining units or faults. The maximum simulated water-level decline is about 40 feet in the deep Mount Simon aquifer below the city of Hudson, Wisconsin. Three inset models were extracted from the regional model to demonstrate the process and additional capabilities of the U.S. Geological Survey MODFLOW code. Although the inset models were designed to provide information about the groundwater-flow system, results from the inset models are presented for demonstration purposes only and are not sufficiently detailed or calibrated to be used for decisionmaking purposes without refinement. Simulation of groundwater/lake-water interaction around Twin Lakes near Roberts, in St. Croix County, Wisconsin, showed that groundwater represents approximately 5 to 20 percent of the overall lake-water budget. Groundwater-contributing areas to streams in western Pierce County are generally similar in size to the surface-water-contributing areas but do not necessarily correspond to the same land area. Transient streamflow simulations of Osceola Creek in Polk County demonstrate how stream base flow can be influenced not only by seasonal precipitation and recharge variability but also by systematic changes to the system, such as groundwater withdrawal from wells.