Changing climates and higher sea levels are affecting all coastlines globally, and with over 85% of Australians living within 50km of the coast, this is a pressing national issue (Clark & Johnson 2017). In Victoria, rising sea levels are affecting Port Phillip Bay in many ways, one of which is altering the services provided by groundwater systems (SRW 2014). While there have been numerous investigations into the groundwater and geology of Port Phillip Bay (Phillipson 2010;Dahlhaus et al 2004; Leonard 1992) , this PhD research project focuses on conceptualizing the hydro geological systems and groundwater flows into Port Phillip Bay and the services they provide. The investigation takes a holistic view, based on the beneficial uses defined in the State Environmental Protection Policy (waters) guidelines, and the Victorian Water Plan set out by the Victorian Government (EPA 2018). The conceptual models will identify economic, environmental, social and cultural values of the groundwater along the coastline of Port Phillip Bay, linking them to flow paths, the coastal Ghyben-Herzberg relation, recharge and discharge, and water quality. These conceptualizations will be used to predict how groundwater services might respond to modeled climate change and sea level rise as defined by the Intergovernmental Panel on Climate Change Fifth Assessment report (IPCC 2014). A much larger study, led by CSIRO, will use this information in development of high-resolution climate and hydrodynamic models as well as inundation and coastal erosion models. Creation of hydro geological conceptual models, together with the CSIRO models, will contribute to better managing the impacts of rising sea levels to Port Phillip Bay coastline. The values identified and investigated through this research project highlight the holistic values of groundwater, rather than the traditional view that solely focuses on the economic value of groundwater extraction.