Abstract: Abstract: Hongyashan district is located at the lower reach of Shiyang river basin which is a typical arid inland region in China. The overexploitation of groundwater has caused continuous decline of groundwater levels and serious deterioration of ecological condition. The government has taken some measures such as closing wells, and reducing fields during the period from 2006 to 2010. Moreover, additional water has been arranged to pour into Qingtu Lake for improving its ecological condition since 2010. Then the water environment has been changed. Three-dimensional numerical model including unconfined aquifer for Hongyashan district was established using FEFLOW and ArcGIS software based on the measured data during 2011-2012 in this paper. On the other hand, considering the current situation of the local groundwater level and the layout of well group, the regulation principles of well group were made. In order to make the regulation measures more targeted, the regional evaluation of regulatory suitability was carried out by selecting the groundwater depth and the density of wells as evaluation indices. Then the study area was divided into 1934 evaluation units according to the variability of impact factors, and the weights of evaluation indices and the comprehensive evaluation values of evaluation units were calculated by using entropy method. Three regulation schemes of B1, B2 and B3 were set by cutting the volumes of groundwater exploitation. Among them, B1 and B2 were the schemes which determined the cutting ratios of groundwater exploitation depending on the comprehensive evaluation values, and the higher the comprehensive evaluation values of the units, the higher the cutting ratio of groundwater exploitation. B2 covered more units and more wells than B1. B3 was the scheme with uniform cutting ratios in all units, which covered all wells. The dynamic variation of groundwater in the 20 years was forecasted under current condition (A1) and 3 regulation schemes (B1, B2, B3) by using the three-dimensional numerical model of Hongyashan district established in this paper. The forecasting results indicate that the groundwater levels will be in a continuous decline trend with a small drop rate and the groundwater depression cones will be further enlarged under current conditions (A1) in Hongyashan district; the decline trend of groundwater levels will be effectively contained and the groundwater depression cones can be repaired by cutting the volumes of groundwater exploitation under the 3 regulation schemes (B1, B2, B3); the schemes (B1, B2) which determined the cutting ratios depending on the evaluation values were more targeted for increasing groundwater levels and repairing groundwater depression cones than the scheme (B3) with uniform cutting ratios, and the former 2 schemes regulate less wells. The research results can provide references for the development, utilization and management of local groundwater resources.