Increasing population results developments of industries and agricultural activities, on the other hand climate changes causes nonequivalent balance between water resource existence and extractions. Groundwater resources as one of the most important water resources are facing water depletion, subsidence and water salinity. Because of many conflicts among groundwater beneficiaries, Groundwater resource management are really conflict. As Game Theory is one of the newest theory in solving conflicts, in this research it is used to understand conflicts among beneficiaries. In this thesis there are two major beneficiaries government and farmers. While government’s objective is to decrease groundwater depletion, farmer’s objective is extracting groundwater as much as possible. In this research first groundwater’s quality and quantity is simulated by MODFLOW and MT3DMS, then this simulation is linked by a two objective optimization model, whose objectives are maximizing farmers benefit and minimizing groundwater depletion. At the end Game theory is used to understand beneficiaries behaviors through the static or dynamic situation. In order to asses this method Bad Khaled- Abad which is located in Isfahan province is used. Groundwater flow is simulated with RMSE error 0.48 and Groundwater Salinity is simulated by %2.7 through calibration. Simulation- optimization model is used for 5 years. Firs with government power assumption and static situation first game theory is developed, which is called crop pattern game. The result indicated that groundwater extraction will reduce 14 MCM per year and farmers benefit increase 43 billion Rials through 5 years comparing to today’s situation. But as government doesn’t have enough power in this study area increasing irrigation Efficiency game and then linked game is developed. The linked game’s result indicated that government will increase irrigation efficiency and saving 19.5 MCM of groundwater per year and farmers will gain 164 billion Rials more than current situation through 5 years. At the end dynamic games are used to understand beneficiaries Foresight effects on their decision. Key words: Common Pool, Groundwater management, MODFLOW, MT3DMS, Multi-Objective optimization, Game Theory