The goal of this study was to determine the impact of land use activities on the subsurface flow regime in the Upper Roanoke River Watershed in Virginia to determine the impacts of land use change on the subsurface flow system, and to provide a tool for future management decisions. Land use activities can impact the groundwater system in two ways. The volume of water recharging the groundwater system can be reduced due to an increase in low permeable areas. It is assumed in this investigation that the input recharge values reflect the increase of low permeability zones that may occur due to land use activities. Increased water withdrawal associated with an increase in population can be another impact of land use change. This possible increase in water withdrawal is explicitly simulated in this investigation. MODFLOW, the USGS, three-dimensional, finite-difference, groundwater flow model was used to develop a regional conceptualization of the flow system. The fractured bedrock aquifer system consists of three sloping geohydrologic units: the Ordovician to Mississippian clastics, the Cambrian and Ordovician carbonates, and the Precambrian and Cambrian metamorphics and clastics. The 575 mi² study area was divided into cells with dimensions of 0.25 miles by 0.25 miles and containing four layers. The upper model layer was used to simulate the saturated unconsolidated deposits that lie on top of the fractured bedrock and serve primarily as a recharge reservoir. The second layer simulated shallow flow driven by recharge and the withdrawal of water by pumping wells. The bottom two layers were used to simulate deep regional flow within the system and account for possible vertical flow that may be occurring through deep fractures. Several simplifying assumptions were made during the conceptualization of groundwater flow in the study area: (1) Flow through fractures is approximately equivalent to flow through a porous medium; (2) Darcy's Law is applicable from a regional perspective; (3) Hydraulic properties are homogeneous and isotropic for an area that is represented by a model cell; and (4) Groundwater flow divides correspond to surface-water flow divides. Although these assumptions are probably valid for parts of the study area, the validity of each assumption is mostly unknown. Therefore, the model results are considered to be conceptual and should be interpreted carefully. The groundwater flow model was calibrated using UCODE, a USGS code for universal inverse modeling. Parameter estimation was conducted using UCODE for a total of 18 parameters, including hydraulic conductivities, river bottom conductance values, and recharge rates. The model was calibrated to observed hydraulic head information from 1969-1970. Due to the limited data availability, however, the calibrated values are at best, approximate. Nonetheless, several inferences can be made regarding flow in the province. The calibrated recharge values indicate that approximately 28% of the total precipitation recharges the aquifer system. This is consistent with previous estimates performed in the study area (Rutledge, Mesko, 1996). The Cambrian and Ordovician carbonates were found generally to have the highest hydraulic conductivity in each layer which reflects the notion that due to dissolution, this geohydrologic unit contains more fractures than the other two units. The calibrated values of hydraulic conductivity for the Cambrian and Ordovician carbonates ranged from 0.89m/d in layer 2 to 0.0011m/d in layer 4. The calibrated values of hydraulic conductivity for the Precambrian and Cambrian metamorphics and clastics ranged from 0.013m/d in layer 2 to 0.708E-3m/d in layer 4, and for the Ordovician to Mississippian clastics followed a similar trend in layers 2 and 3, with values of 0.390m/d in layer 2 and 0.242E-4m/d in layer 3. The streambed conductance values reflected both the variation in streambed thickness, which ranges from nonexistent in some areas to several feet thick in others, and streambed material, which ranges from sandy material with relatively high conductivity values to silty material with lower hydraulic conductivity values. The streambed conductance values range from 4.79 m²/d in the upland reaches to 234.13 m²/d in reaches closer to the outlet. Present pumping conditions were simulated with the groundwater flow model to establish a "baseline simulation" to which all future scenarios could be compared. Three future scenarios were developed based on the projected increase in population for Roanoke County through the year 2010. Each scenario represented a distinct settlement pattern within the watershed. Development scenario 1 simulated the impacts of the increased population if settled in the same areas as present development. Development scenario 2 simulated the impacts of the increased population if half settled in areas of present development and the other half in the western half of the watershed. Development scenario 3 simulated the impacts of the increased population if half of the population increase settled in areas of present development and the other half settled in the Tinker Creek sub-watershed. Development scenario 2 resulted in a drastic change in hydraulic head values, and the volume of water discharged from the streams was, on average, reduced by 56%, whereas, for both scenarios 1 and 2, these reductions were less than 1%. Results indicate that flow in the system is predominantly horizontal. There is no deep vertical flow from possible deep fractures. There may be shallow vertical flow occurring that is driven by recharge, however due to the resolution of the model, this flow is not simulated. In general, the simulation of horizontal flow follows the overall trend of the hydraulic gradient from west to east, which also follows the overall topographic trend. Therefore, upland regions in the province are recharging down-gradient areas. However, simulations indicate that the hydraulic head values in the eastern part of the study area are relatively insensitive to this horizontal recharge contribution from the west. The most sensitive areas in the basin to increased water withdrawal are the upland areas in the west side of the study area that are receiving no horizontal flow contribution from other places in the watershed. These areas are only being recharged by precipitation, and are the first to react to regional flow changes. Since the resolution of the model is such that local variations in the flow system are not simulated and the model represents regional trends, inferences can only be made about regional impacts. Therefore, if increased withdrawals are so great as to impact the regional system, the west- side of the study area will be affected before all other areas in the watershed. The study results include estimates of hydraulic properties, direction of regional flow, possible impacts from land use change, and a discussion of the results with respect to gaining a more complete understanding of the subsurface flow system. Perhaps this work will be the first step in learning more about the subsurface flow system of the Upper Roanoke River Watershed, and provide a useful tool to manage and properly plan future land use changes to minimize the impacts on the groundwater resources of the basin. / Master of Science