Because of the imbalance between recharge and pumpage, groundwater levels declined as much as 100 ft in some areas of Borrego Valley, California during drinking 1945-80. As an aid to analyzing the effects of pumping on the groundwater system, a three-dimensional finite-element groundwater flow model was developed. The model was calibrated for both steady-state (1945) and transient-state (1946-79) conditions. For the steady-state calibration, hydraulic conductivities of the three aquifers were varied within reasonable limits to obtain an acceptable match between measured and computed hydraulic heads. Recharge from streamflow infiltration (4,800 acre-ft/yr) was balanced by computed evapotranspiration (3,900 acre-ft/yr) and computed subsurface outflow from the model area (930 acre-ft/yr). For the transient state calibration, the volumes and distribution of net groundwater pumpage were estimated from land-use data and estimates of consumptive use for irrigated crops. The pumpage was assigned to the appropriate nodes in the model for each of seventeen 2-year time steps representing the period 1946-79. The specific yields of the three aquifers were varied within reasonable limits to obtain an acceptable match between measured and computed hydraulic heads. Groundwater pumpage input to the model was compensated by declines in both the computed evapotranspiration and the amount of groundwater in storage. (USGS)