The creation of the groundwater model of the Upper San Pedro Basin included two developmental phases: the creation of a conceptual and numerical model. The creation of the conceptual model was accomplished through the utilization of Geographic Information System (GIS) software, namely Arc View, used primarily to view and create point, line, and polygonal shapes. The creation of a numerical model was accomplished by the infusion of the conceptual model into a 3D finite difference grid used in MODFLOW groundwater software from the U.S. Geological Survey. MODFLOW computes the hydraulic head (water level) for each cell within the grid. The infusion of the two models ( conceptual and numerical) was allowed through the use of Department of Defense Groundwater Modeling System (GMS) software. The time period for groundwater modeling began with predevelopment conditions, or "steady state." Steady state conditions were assumed to exist in 1940. The steady state was used as the initial condition for the subsequent transient analysis. The transient simulation applied historical and current information of pumping stresses to the system from 1940 to 1997. After modeling current conditions, Alternative Futures' scenarios were simulated by modifying current stresses and by adding new ones. The possible future impacts of to the hydro logic system were then evaluated.Digitized from paper copies provided by the Department of Hydrology & Atmospheric Sciences