Abstract: Groundwater control and recharge to the downstream in Nanshentou-Yaoguang area is studied systematically by using numerical simulation and optimal control modeling Nanshentou-Yaoguang area is located at the headstream valley of Xiaofu River in Zibo city，Shandong province，which provides the groundwater resource to the whole valley. Shentou-Xihe fault is selected as the north boundary. The west boundary is Yuwangshan fau1t. The east and south boundaries are both water divide between Xiaofu River and Zi River. The groundwater of the area comes mainly from precipitation and partly from the supply of west mountainous area. There are 36 wells discharging from the Ordovician fracture-karst aquifer. According to the hydrogeo1ogical characteristics of its top aquifer，fracture-karst aquifer is therefore considered as objective aquifer The frequent tectonic movements in geological history conditions the aquifer heterogeneous and anistropic. Because of the difference in hydrogeological conditions， precipitation and discharge，the confined aquifer and the phrcatic aquifer appears alternatively. According to dynamic characteristics of groundwater of the area，the Ordovician fracturekarst aquifer system can he described as a two-dimensional numerical mode1. The wells，rainfall，spring，river recharge and boundary “supply” are all included. There are 9 hydrogeological parameter zones and 8 precipitation zones. The ground water flow is simulated successfully in this model. Then a forecast model is set up to meet the requirement of loca1 development. Thus, recharge to the downstream is calculated using the finite element method. With the operational research and system technology theory, an optimal control model is built up. The objective is to minimize pumping costs over entire planning area. The mod el is subjected to the planned well’s capacities and water demands The recharge to the downstream is studied more scientifically by programming the wells’ discharging. Compared to the non-programming recharge，the recharge to downstream increases by 6,900 m3 per day, while the cone of depression becomes smaller. It is beneficial to the ecological balance and the environment conservation.