The Equus Beds aquifer is a primary water-supply source for Wichita, Kansas and the surrounding area because of shallow depth to water, large saturated thickness, and generally good water quality. Substantial water-level declines in the Equus Beds aquifer have resulted from pumping groundwater for agricultural and municipal needs, as well as periodic drought conditions. In March 2006, the city of Wichita began construction of the Equus Beds Aquifer Storage and Recovery project to store and later recover groundwater, and to form a hydraulic barrier to the known chloride-brine plume near Burrton, Kansas. In October 2009, the U.S. Geological Survey, in cooperation with the city of Wichita, began a study to determine groundwater flow in the area of the Wichita well field, and chloride transport from the Arkansas River and Burrton oilfield to the Wichita well field. Groundwater flow was simulated for the Equus Beds aquifer using the three-dimensional finite-difference groundwater-flow model MODFLOW-2000. The model simulates steady-state and transient conditions. The groundwater-flow model was calibrated by adjusting model input data and model geometry until model results matched field observations within an acceptable level of accuracy. The root mean square (RMS) error for water-level observations for the steady-state calibration simulation is 9.82 feet. The ratio of the RMS error to the total head loss in the model area is 0.049 and the mean error for water-level observations is 3.86 feet. The difference between flow into the model and flow out of the model across all model boundaries is -0.08 percent of total flow for the steady-state calibration. The RMS error for water-level observations for the transient calibration simulation is 2.48 feet, the ratio of the RMS error to the total head loss in the model area is 0.0124, and the mean error for water-level observations is 0.03 feet. The RMS error calculated for observed and simulated base flow gains or losses for the Arkansas River for the transient simulation is 7,916,564 cubic feet per day (91.6 cubic feet per second) and the RMS error divided by (/) the total range in streamflow (7,916,564/37,461,669 cubic feet per day) is 22 percent. The RMS error calculated for observed and simulated streamflow gains or losses for the Little Arkansas River for the transient simulation is 5,610,089 cubic feet per day(64.9 cubic feet per second) and the RMS error divided by the total range in streamflow (5,612,918/41,791,091 cubic feet per day) is 13 percent. The mean error between observed and simulated base flow gains or losses was 29,999 cubic feet per day (0.34 cubic feet per second) for the Arkansas River and -1,369,250 cubic feet per day (-15.8 cubic feet per second) for the Little Arkansas River. Cumulative streamflow gain and loss observations are similar to the cumulative simulated equivalents. Average percent mass balance difference for individual stress periods ranged from -0.46 to 0.51 percent. The cumulative mass balance for the transient calibration was 0.01 percent.