Ground-water and surface-water flow models traditionally have been developed separately, with interaction between subsurface flow and streamflow either not simulated at all or accounted for by simple formulations. In areas with dynamic and hydraulically well-connected ground-water and surface-water systems, stream-aquifer interaction should be simulated using deterministic responses of both systems coupled at the stream-aquifer interface. Accordingly, a new coupled ground-water and surface-water model was developed by combining the U.S. Geological Survey models MODFLOW and BRANCH; the interfacing code is referred to as MODBRANCH. MODFLOW is the widely used modular three-dimensional, finite-difference ground-water model, and BRANCH is a one-dimensional numerical model commonly used to simulate unsteady flow in open- channel networks. MODFLOW was originally written with the River package, which calculates leakage between the aquifer and stream, assuming that the stream's stage remains constant during one model stress period. A simple streamflow routing model has been added to MODFLOW, but is limited to steady flow in rectangular, prismatic channels. To overcome these limitations, the BRANCH model, which simulates unsteady, nonuniform flow by solving the St. Venant equations, was restructured and incorporated into MODFLOW. Terms that describe leakage between stream and aquifer as a function of streambed conductance and differences in aquifer and stream stage were added to the continuity equation in BRANCH. Thus, leakage between the aquifer and stream can be calculated separately in each model, or leakages calculated in BRANCH can be used in MODFLOW. Total mass in the coupled models is accounted for and conserved. The BRANCH model calculates new stream stages for each time interval in a transient simulation based on upstream boundary conditions, stream properties, and initial estimates of aquifer heads. Next, aquifer heads are calculated in MODFLOW based on stream stages calculated by BRANCH, aquifer properties, and stresses. This process is repeated until convergence criteria are met for head and stage. Because time steps used in ground-water modeling can be much longer than time intervals used in surface- water simulations, provision has been made for handling multiple BRANCH time intervals within one MODFLOW time step. An option was also added to BRANCH to allow the simulation of channel drying and rewetting. Testing of the coupled model was verified by using data from previous studies; by comparing results with output from a simpler, four-point implicit, open-channel flow model linked with MODFLOW; and by comparison to field studies of L-31N canal in southern Florida.