There are severe water shortages, exacerbated by overexploitation, in the region upstream of the dam at Zhang Jiakou, and in many other regions, both in China and other parts of the world. Allocating water resources equitably amongst the numerous domestic and industrial consumers in these regions, while preserving or improving the environment and meeting economic goals, is a highly complex problem. Various researchers have addressed this problem using various models, but no model that satisfactorily optimizes the complex, interacting social, economic and environmental goals has been developed as yet. To contribute towards this goal, we present a bi-level optimization model that allocates water resources rationally between all sectors, and prevents overexploitation. It is based on the optimization of comprehensive social, economic, agricultural, environment and groundwater preservation benefits. Verified results obtained with the model indicate that it is capable of resolving the multi-dimensional water allocation problems rationally, both in the focal region and more generally, according to a flexible set of ordered, prioritized objectives.