Groundwater flow in a basin is greatly affected by many hydrogeological and hydrological characteristics of the basin. A groundwater flow model for the Kap-cheon basin ($area=648.3km^2$) in the Geum river basin was established using MODFLOW by fully considering major features obtained from observed data of 438 wells and 24 streams. Furthermore, spatial groundwater recharge distribution was estimated employing accurately calibrated watershed model developed using SWAT, a physically semi-distributed hydrological model. Model calibration using observed groundwater head data at 86 observation wells yielded the deterministic coefficient of 0.99 and the water budget discrepancy of 0.57%, indicating that the model well represented the regional groundwater flow in the Kap-cheon basin. Model simulation results showed that groundwater flow in the basin was strongly influenced by such factors as topological features, aquifer characteristics and streams. The streams in mountainous areas were found to alternate gaining and losing steams, while the streams in the vicinity of the mid-stream and down-stream, especially near the junction of Kap-cheon and Yudeong-cheon, areas were mostly appeared as gaining streams. Analysis of water budget showed that streams in mountainous areas except for the mid-stream and up-stream of Yudeong-cheon were mostly fed by groundwater recharge while the streams in the mid and down-stream areas were supplied from groundwater inflows from adjacent sub-basins. Hence, it was concluded that the interactions between surface water-groundwater in the Kap-cheon basin would be strongly inter-connected with not only streams but also groundwater flow system itself.