A three-dimensional groundwater flow model was developed to characterize groundwater resources of the uppermost principal aquifers in the Williston structural basin in parts of Montana, North Dakota, and South Dakota in the United States and of Manitoba and Saskatchewan in Canada as part of a detailed assessment of the groundwater availability of the area. The uppermost principal aquifers are comprised of the glacial, lower Tertiary, and Upper Cretaceous aquifer systems. The model was developed as a part of the U.S. Geological Survey Water Availability and Use Science Program's effort to conduct large-scale multidisciplinary regional studies of groundwater availability. The numerical model was used to (1) simulate hydrologic scenarios of interest to groundwater managers and to advance the understanding of groundwater budgets and components including recharge, discharge, and aquifer storage for the entire system, (2) compute historical and projected system response to natural and anthropogenic stresses, and (3) evaluate potential hydrologic monitoring programs at a scale relevant to basin-wide water-management decisions. This model was previously published by the U.S. Geological Survey in a Scientific Investigations Report (https://doi.org/10.3133/sir20175158) and the model input and output files are available in a data release (https://doi.org/10.5066/F75B01CZ). The underlying directories contain all of the input and output files for predictive simulations of groundwater response to selected scenarios for the uppermost principal aquifer systems in the Williston Basin, United States and Canada. The predictive simulations were created using base model files from a model developed by Davis and Long and documented in the U.S. Geological Survey Scientific Investigations Report 2017-5158 (https://doi.org/10.3133/sir20175158). Model archive files are documented and are available in an online data release (https://doi.org/10.5066/F75B01CZ). The three-dimensional groundwater-flow model was developed using the numerical modeling software, MODFLOW-NWT. For this study, the numerical groundwater-flow model was used to simulated three predictive scenarios: scenario 1 was focused on flowing artesian wells, and was used to simulate 1960‒2035 hydraulic-head changes that would result if none of the flowing artesian wells in the model area were capped or plugged during this period and other conditions remained constant; scenario 2 simulated 10-year drought for 2006‒15, with no increases in groundwater pumping after 2005; and scenario 3 was identical to scenario 2, except that it also applied the increased groundwater withdrawals necessary to fill the needs of energy-resource production for 2006‒15. A data-worth analysis for evaluation of potential hydrologic monitoring networks was also accomplished using the numerical model. This USGS data release contains all of the input and output files for the model described in the associated model documentation report (https://doi.org/10.3133/pp1841). This data release also includes MODFLOW-NWT (version 1.0.9) source code.