Ground-water flow in the Potomac-Raritan- Magothy aquifer system (PRM) in south Philadelphia and adjacent southwestern New Jersey was simulated by use of a three-dimensional, seven-layer finite-difference numerical flow model. The simulation was run from 1900, which was prior to groundwater development, through 1995 with 21 stress periods. The focus of the modeling was on a smaller area of concern in south Philadelphia in the vicinity of the Defense Supply Center Philadelphia (DSCP) and the Point Breeze Refinery (PBR). In order to adequately simulate the ground-water flow system in the area of concern, a much larger area was modeled that included parts of New Jersey where significant ground-water withdrawals, which affect water levels in southern Philadelphia, had occurred in the past. At issue in the area of concern is a hydrocarbon plume of unknown origin and time of release.