A three-dimensional groundwater-flow model was developed for Assateague Island in eastern Maryland and Virginia to simulate both groundwater flow and solute (salt) transport to evaluate the groundwater system response to sea-level rise. The model was constructed using geologic and spatial information to represent the island geometry, boundaries, and physical properties and was calibrated using an inverse modeling parameter-estimation technique. An initial transient solute-transport simulation was used to establish the freshwater-saltwater boundary for a final calibrated steady-state model of groundwater flow. This model was developed as part of an ongoing investigation by the U.S. Geological Survey Climate and Land Use Change Research and Development Program to improve capabilities for predicting potential climate-change effects and provide the necessary tools for adaptation and mitigation of potentially adverse impacts.