Equitable allocation of ground water resources is a growing challenge due to both the increasing demand for water and the competing values placed on its use. While scientists can contribute to a technically defensible basis for water resource planning, this framework must be cast in a broader societal and environmental context. Given the complexity and often contentious nature of resource allocation, success requires a process for inclusive and transparent sharing of ideas complemented by tools to structure, quantify, and visualize the collective understanding and data, providing an informed basis of dialogue, exploration, and decision making. Ideally, a process that promotes shared learning leading to cooperative and adaptive planning decisions. While variously named, mediated modeling, group modeling, cooperative modeling, shared vision planning, or computer-mediated collaborative decision making are similar approaches aimed at meeting these objectives. In this paper, we frame "cooperative modeling" in the context of ground water planning and illustrate the process with two brief examples.