Three-dimensional transient ground-water-flow models that simulate both freshwater and saltwater flow were developed for the flow cells of the Cape Cod Basin to determine the effects of long-term pumping and recharge, seasonal fluctuations in pumping and recharge, and prolonged reductions of natural recharge, on the position of the freshwater-saltwater interface, water-table and pond altitudes, and streamflow and discharge to coastal marshes and embayments. Two-dimensional, finite-difference change models were developed for Martha's Vineyard and Nantucket Island basins to determine anticipated drawdowns in response to projected summer season pumping rates for 180 days of no recharge.