A two-dimensional, finite-difference digital-computer model was used to simulate the ground-water flow in the principal artesian aquifer in Tooele Valley, Utah. The parameters used in the model were obtained through field measurements and tests, from historical records, and by trial-and-error adjustments. The model was calibrated against observed water-level changes that occurred during 1941-50, 1951-60, 1961-66, 1967-73, and 1974-78. The reliability of the predictions is good in most parts of the valley, as is shown by the ability of the model to match historical water-level changes.