To assess the effect that increased water use is having on the long-term availability of groundwater within the Ozark Plateaus aquifer system, a groundwater-flow model was developed using MODFLOW 2000 for a model area covering 7,340 square miles for parts of Arkansas, Kansas, Missouri, and Oklahoma. Vertically the model is divided into five units. From top to bottom these units of variable thickness are: the Western Interior Plains confining unit, the Springfield Plateau aquifer, the Ozark confining unit, the Ozark aquifer, and the St. Francois confining unit. Large mined zones contained within the Springfield Plateau aquifer are represented in the model as extensive voids with orders-of-magnitude larger hydraulic conductivity than the adjacent nonmined zones. Water-use data were compiled for the period 1960 to 2006, with the most complete data sets available for the period 1985 to 2006. In 2006, total water use from the Ozark aquifer for Missouri was 87 percent (8,531,520 cubic feet per day) of the total pumped from the Ozark aquifer, with Kansas at 7 percent (727,452 cubic feet per day), and Oklahoma at 6 percent (551,408 cubic feet per day); water use for Arkansas within the model area was minor. Water use in the model from the Springfield Plateau aquifer in 2005 was specified from reported and estimated values as 569,047 cubic feet per day. Calibration of the model was made against average water-level altitudes in the Ozark aquifer for the period 1980 to 1989 and against waterlevel altitudes obtained in 2006 for the Springfield Plateau and Ozark aquifers. Error in simulating water-level altitudes was largest where water-level altitude gradients were largest, particularly near large cones of depression. Groundwater flow within the model area occurs generally from the highlands of the Springfield Plateau in southwestern Missouri toward the west, with localized flow occurring towards rivers and pumping centers including the five largest pumping centers near Joplin, Missouri; Carthage, Missouri; Noel, Missouri; Pittsburg, Kansas; and Miami, Oklahoma. Hypothetical scenarios involving various increases in groundwater-pumping rates were analyzed with the calibrated groundwater-flow model to assess changes in the flow system from 2007 to the year 2057. Pumping rates were increased between 0 and 4 percent per year starting with the 2006 rates for all wells in the model. Sustained pumping at 2006 rates was feasible at the five pumping centers until 2057; however, increases in pumping resulted in dewatering the aquifer and thus pumpage increases were not sustainable in Carthage and Noel for the 1 percent per year pumpage increase and greater hypothetical scenarios, and in Joplin and Miami for the 4 percent per year pumpage increase hypothetical scenarios. Zone-budget analyses were performed to assess the groundwater flow into and out of three zones specified within the Ozark-aquifer layer of the model. The three zones represented the model part of the Ozark aquifer in Kansas (zone 1), Oklahoma (zone 2), and Missouri and Arkansas (zone 3). Groundwater pumping causes substantial reductions in water in storage and induces flow through the Ozark confining unit for all hypothetical scenarios evaluated. Net simulated flow in 2057 from Kansas (zone 1) to Missouri (zone 3) ranges from 74,044 cubic feet per day for 2006 pumping rates (hypothetical scenario 1) to 625,319 cubic feet per day for a 4 percent increase in pumping per year (hypothetical scenario 5). Pumping from wells completed in the Ozark aquifer is the largest component of flow out of zone 3 in Missouri and Arkansas, and varies between 88 to 91 percent of the total flow out of zone 3 for all of the hypothetical scenarios. The largest component of flow into Oklahoma (zone 2) comes from the overlying Ozark confining unit, which is consistently about 45 percent of the total. Flow from the release of water in storage, from general-head boundaries, and from zones 1 and 3 is considerably smaller values that range from 3 to 22 percent of the total flow into zone 2. The largest flow out of the Oklahoma part of the model occurs from pumping from wells and ranges from 52 to 69 percent of the total.