-p^e need for study of lake-ground-water interchange has been accentuated by eutrophication of lakes in the Pearl-Sallie Lakes area of west-central Minnesota. The local ground-water flow system is dominated by an outwash aquifer that is sandwiched between two till layers in the western part of the area and exposed at the land surface in the eastern part. Ground water discharges from the aquifer into lakes in the outwash area but is recharged from lakes in the till-covered area. Irregular aquifer geometry resulted in a complex ground-water flow system. Simulation of the system by areal and vertical-section models showed that the lakes significantly control groundwater flow near their boundaries. Inadequate field data and complex geology caused difficulty in obtaining solutions with the vertical-section model. The models may be used to guide collection and interpretation of field data, and quantification of the ground-water flow system. With modification, they could be used to predict aquifer response to transient stresses. They also could be incorporated into more complex models to determine the movement of solutes in the ground-water system.