The U.S. Geological Survey developed a groundwater-flow model for the uppermost principal aquifer systems in the Williston Basin in parts of Montana, North Dakota, and South Dakota in the United States and parts of Manitoba and Saskatchewan in Canada as part of a detailed assessment of the groundwater availability in the area. The assessment was done because of the potential for increased demands and stresses on groundwater associated with large-scale energy development in the area. As part of this assessment, a three-dimensional groundwater-flow model was developed as a tool that can be used to simulate how the groundwater-flow system responds to changes in hydrologic stresses at a regional scale. The three-dimensional groundwater-flow model was developed using the U.S. Geological Survey's numerical finite-difference groundwater model with the Newton-Rhapson solver, MODFLOW-NWT, to represent the glacial, lower Tertiary, and Upper Cretaceous aquifer systems for steady-state (mean) hydrological conditions for 1981?2005 and for transient (temporally varying) conditions using a combination of a steady-state period for pre-1960 and transient periods for 1961?2005. The numerical model framework was constructed based on existing and interpreted hydrogeologic and geospatial data and consisted of eight layers. Two layers were used to represent the glacial aquifer system in the model; layer 1 represented the upper one-half and layer 2 represented the lower one-half of the glacial aquifer system. Three layers were used to represent the lower Tertiary aquifer system in the model; layer 3 represented the upper Fort Union aquifer, layer 4 represented the middle Fort Union hydrogeologic unit, and layer 5 represented the lower Fort Union aquifer. Three layers were used to represent the Upper Cretaceous aquifer system in the model; layer 6 represented the upper Hell Creek hydrogeologic unit, layer 7 represented the lower Hell Creek aquifer, and layer 8 represented the Fox Hills aquifer. The numerical model was constructed using a uniform grid with square cells that are about 1 mile (1,600 meters) on each side with a total of about 657,000 active cells. Model calibration was completed by linking Parameter ESTimation (PEST) software with MODFLOW-NWT. The PEST software uses statistical parameter estimation techniques to identify an optimum set of input parameters by adjusting individual model input parameters and assessing the differences, or residuals, between observed (measured or estimated) data and simulated values. Steady-state model calibration consisted of attempting to match mean simulated values to measured or estimated values of (1) hydraulic head, (2) hydraulic head differences between model layers, (3) stream infiltration, and (4) discharge to streams. Calibration of the transient model consisted of attempting to match simulated and measured temporally distributed values of hydraulic head changes, stream base flow, and groundwater discharge to artesian flowing wells. Hydraulic properties estimated through model calibration included hydraulic conductivity, vertical hydraulic conductivity, aquifer storage, and riverbed hydraulic conductivity in addition to groundwater recharge and well skin. The ability of the numerical model to accurately simulate groundwater flow in the Williston Basin was assessed primarily by its ability to match calibration targets for hydraulic head, stream base flow, and flowing well discharge. The steady-state model also was used to assess the simulated potentiometric surfaces in the upper Fort Union aquifer, the lower Fort Union aquifer, and the Fox Hills aquifer. Additionally, a previously estimated regional groundwater-flow budget was compared with the simulated steady-state groundwater-flow budget for the Williston Basin. The simulated potentiometric surfaces typically compared well with the estimated potentiometric surfaces based on measured hydraulic head data and indicated localized groundwater-flow gradients that were topographically controlled in outcrop areas and more generalized regional gradients where the aquifers were confined. The differences between the measured and simulated (residuals) hydraulic head values for 11,109 wells were assessed, which indicated that the steady-state model generally underestimated hydraulic head in the model area. This underestimation is indicated by a positive mean residual of 11.2 feet for all model layers. Layer 7, which represents the lower Hell Creek aquifer, is the only layer for which the steady-state model overestimated hydraulic head. Simulated groundwater-level changes for the transient model matched within plus or minus 2.5 feet of the measured values for more than 60 percent of all measurements and to within plus or minus 17.5 feet for 95 percent of all measurements; however, the transient model underestimated groundwater-level changes for all model layers. A comparison between simulated and estimated base flows for the steady-state and transient models indicated that both models overestimated base flow in streams and underestimated annual fluctuations in base flow. The estimated and simulated groundwater budgets indicate the model area received a substantial amount of recharge from precipitation and stream infiltration. The steady-state model indicated that reservoir seepage was a larger component of recharge in the Williston Basin than was previously estimated. Irrigation recharge and groundwater inflow from outside the Williston Basin accounted for a relatively small part of total groundwater recharge when compared with recharge from precipitation, stream infiltration, and reservoir seepage. Most of the estimated and simulated groundwater discharge in the Williston Basin was to streams and reservoirs. Simulated groundwater withdrawal, discharge to reservoirs, and groundwater outflow in the Williston Basin accounted for a smaller part of total groundwater discharge. The transient model was used to simulate discharge to 571 flowing artesian wells within the model area. Of the 571 established flowing artesian wells simulated by the model, 271 wells did not flow at any time during the simulation because hydraulic head was always below the land-surface altitude. As hydraulic head declined throughout the simulation, 68 of these wells responded by ceasing to flow by the end of 2005. Total mean simulated discharge for the 571 flowing artesian wells was 55.1 cubic feet per second (ft3/s), and the mean simulated flowing well discharge for individual wells was 0.118 ft3/s. Simulated discharge to individual flowing artesian wells increased from 0.039 to 0.177 ft3/s between 1961 and 1975 and decreased to 0.102 ft3/s by 2005. The mean residual for 34 flowing wells with measured discharge was 0.014 ft3/s, which indicates the transient model overestimated discharge to flowing artesian wells in the model area. Model limitations arise from aspects of the conceptual model and from simplifications inherent in the construction and calibration of a regional-scale numerical groundwater-flow model. Simplifying assumptions in defining hydraulic parameters in space and hydrologic stresses and time-varying observational data in time can limit the capabilities of this tool to simulate how the groundwater-flow system responds to changes in hydrologic stresses, particularly at the local scale; nevertheless, the steady-state model adequately simulated flow in the uppermost principal aquifer systems in the Williston Basin based on the comparison between the simulated and estimated groundwater-flow budget, the comparison between simulated and estimated potentiometric surfaces, and the results of the calibration process.