The U.S. Geological Survey investigated the ground-water-flow system and distribution of contaminants in the vicinity of Belvidere, Illinois, during 1992?2000. The study included the compilation, collection, and analyses of hydrogeologic and water-quality data and simulation of the ground-water-flow system. Hydrogeologic data include lithologic, stratigraphic, geophysical, hydraulic-property, water-level, ground-water withdrawal, and streamflow data. Water-quality data include analyses of water samples primarily for volatile organic compounds (VOC?s) and selectively for tritium and inorganic constituents. Data were collected from about 250 wells and 21 surfacewater sites. These data were used (1) to describe the hydrogeologic framework of the ground-waterflow system, preferential pathways and directions of ground-water movement and contaminant distribution, ground-water/surface-water relations, and the water budget and (2) to develop and calibrate the ground-water-flow model. The glacial drift (sand and gravel with some clay) and Galena-Platteville (fractured dolomite) aquifers and the sandstone aquifers of the Cambrian-Ordovician aquifer system compose the ground-water-flow system underlying Belvidere and vicinity. The Glenwood confining unit separates the Galena-Platteville aquifer from the underlying sandstone aquifers. The Galena- Platteville aquifer and confining unit may be absent in parts of the Troy Bedrock Valley, about 1.5 miles west of Belvidere. Throughout the study area, the Kishwaukee River and its tributaries seem to be gaining flow from shallow ground-water discharge. Potentiometric levels in the glacial drift and Galena-Platteville aquifers range from about 900 feet above sea level in the upland areas to 740 feet along the Kishwaukee River. Estimated horizontal hydraulic conductivity of the glacial drift aquifer ranges from about 0.13 to 280 feet per day. The Galena-Platteville aquifer is a dual-porosity unit with the greatest percentage of flow through fractures and bedding-plane partings. Estimated horizontal hydraulic conductivity ranges from about 0.005 to 2,500 feet per day. Estimated horizontal hydraulic conductivity of the St. Peter aquifer (the uppermost sandstone aquifer of the Cambrian-Ordovician aquifer system ranges from about 4.7 to 17.5 feet per day. Volatile organic compounds have been detected in all aquifers underlying Belvidere. Trichloroethene and tetrachloroethene are the principal VOC?s detected at concentrations above regulatory levels, with the largest number of detections and highest concentrations in the glacial drift aquifer. VOC?s generally are not detected in the glacial drift aquifer farther than 1,000 feet from known or potential source areas (industrial or disposal sites), because most source areas are near the Kishwaukee River, where shallow ground water discharges. Across most of the study area, the Glenwood confining unit seems to restrict downward movement of VOC?s into the underlying St. Peter aquifer; in the immediate vicinity of Belvidere, downward movement also seems restricted by lateral movement toward the municipal wells through permeable intervals in the 2 Hydrogeology and Simulation of Ground-Water Flow in the Aquifers Underlying Belvidere, Illinois Galena-Platteville aquifer. Fractures and (or) unused wells that may penetrate the confining unit seem to provide local pathways for limited movement of VOC?s to the sandstone aquifers. At least two municipal wells seem to intercept the bedding-plane partings at about 525 and 485 feet above sea level. Water levels in the lower one-third of the Galena-Platteville aquifer rapidly respond to withdrawals at these wells. The ground-water-flow system underlying Belvidere was simulated to test the conceptual model of the system. The three-dimensional, steady-state model represents the glacial drift, Galena-Platteville, and sandstone aquifers sep