The U.S. Geological Survey Regional Aquifer-System Analysis is examining the Silurian and Devonian carbonate aquifer and overlying glacial deposits of western Ohio and eastern Indiana in terms of the hydrogeologic framework, ground-water-flow system and water chemistry, and response to withdrawals and development. This paper describes the hydrogeology of an area in southwestern Ohio that contains the Mad River Valley, an outwash valley that is incised through the relatively permeable Silurian bedrock into the relatively impermeable Ordovician bedrock at the southern boundary of Silurian rocks. Ground-water-flow patterns based on a synoptic water-level survey of 80 bedrock wells in the Silurian and Devonian carbonate aquifer indicate that flow is toward the valley. A ground-water basin was delineated from the potentiometricsurface map and used in conjunction with a low-flow gain-loss study to derive a generalized ground-water/surface-water budget for the area. Results of this budget indicate that ground-water recharge rates through the ground moraine to the carbonate aquifer range from 4 to 6 in/yr (10-15 cm/yr) and that approximately 60 to 80% of the base flow in the Mad River may ultimately consist of ground water derived from the Silurian and Devonian carbonate aquifer. Previous studies of surface- and ground-water chemistry in the area also support the conclusion that the Mad River Valley functions as a discharge area for the surrounding carbonate aquifer. Results of this study can be useful in characterizing ground-water flow and recharge rates for the Silurian and Devonian carbonate and valley aquifers along the southern boundary of this extensive regional aquifer system.