Recently, Ras Sudr (the delta of Wadi Sudr) area received a great amount of attention due to different development expansion activities directed towards this area. Although Quaternary aquifer is the most prospective aquifer in Ras Sudr area, it has not yet completely evaluated. The present work deals with the simulation of the Quaternary groundwater system using a three-dimensional groundwater flow model. MODFLOW code was applied for designing the model of the Ras Sudr area. This is to recognize the groundwater potential as well as exploitation plan of the most prospective aquifer in the area. The objectives were to determine the hydraulic parameters of the Quaternary aquifer, to estimate the recharge amount to the aquifer, and to determine the hydrochemistry of groundwater in the aquifer. During this work, available data has been collected and some field investigation has been carried out. Groundwater flow model has been simulated using pilot points' method. SEAWAT has been also applied to simulate the variable-density flow and sea water intrusion from the west. It can be concluded that: (1) the direction of groundwater flow is from the east to the west, (2) the aquifer system attains a small range of log-transformed hydraulic conductivity. It ranges between 3.05 and 3.35 m/day, (3) groundwater would be exploited by about 6.4 x 10(6) m(3)/year, (4) the estimated recharge accounts for 3 x 10(6) m(3)/year, (5) an estimated subsurface flow from the east accounts for 2.7 x 10(6) m(3)/year, (6) the increase of total dissolved solids (TDS) most likely due to dilution of salts along the movement way of groundwater from recharge area to discharge area in addition to a contribution of sea water intrusion from the west. Moreover, it is worth to note that a part of TDS increase might be through up coning from underlying more saline Miocene sediments. It is recommended that: (1) any plan for increasing groundwater abstraction is unaffordable, (2) reliable estimates of groundwater abstraction should be done and (3) automatic well control system should be made.