Abstract: The ground water movement in response to hydrological and metrological processes is simulated with saturated-unsa turated flow model for typical dyke foundation of multiple layers in lower and middle Yangtze Valley. 2D model simulation results show the ground water regime of the unconfined & confined aquifer, and the regime differences under conditions with and without cut-off wall. The confined aquifer not cut by the river and n ot penetrated by cu t-off wall would be little influenced by the river and by th e cut-off wall respectively. There is close hydraulic relationship between the river level and confined aquifer cut by the river, which would be greatly restricted by cut-off wall of semi-closure type penetrating the aquifer. The higher the permeability of the confined aquifer, the more greatly the cut-off wall influences on its ground water regime. The unconfined aquifer responds less to the river water level change, and would be little influenced by cut-off wall of semi-closure type. 3D model simulation results demonstrate the influence of water flow moving around the lateral ends of the cut-off wall. It would lower the influence of the cut-off wall on the ground water regime of confined aquifer near the ends. The more permeable the confined aquifer, the more greatly the by- pass flow would appear. The influence of the by-pass flow on the unconfined aquifer is little and could be neglected. The river water level fluctuation effects less on the aquifer in the foundation of multiple layers than on that in the foundation of double layers. In comparison with the cut-off wall of closure type, the cut-off wall of semi-closure type changes less ground water regime in the area protected by dyke, and the influence of water flow moving around its lateral ends is also less.