Flow and displacement of non-Newtonian fluids in porous media occurs in many subsurface systems, related to underground natural resource recovery and storage projects, as well as environmental remediation schemes. A thorough understanding of non-Newtonian fluid flow through porous media is of fundamental importance in these engineering applications. Considerable progress has been made in our understanding of single-phase porous flow behavior of non-Newtonian fluids through many quantitative and experimental studies over the past few decades. However, very little research can be found in the literature regarding multi-phase non-Newtonian fluid flow or numerical modeling approaches for such analyses.For non-Newtonian fluid flow through porous media, the governing equations become nonlinear, even under single-phase flow conditions, because effective viscosity for the non-Newtonian fluid is a highly nonlinear function of the shear rate, or the pore velocity. The solution for such problems can in general only be obtained by numerical methods.We have developed a three-dimensional, fully implicit, integral finite difference simulator for single- and multi-phase flow of non-Newtonian fluids in porous/fractured media. The methodology, architecture and numerical scheme of the model are based on a general multi-phase, multi-component fluid and heat flow simulator--TOUGH2. Several rheological models for power-law and Bingham non-Newtonian fluids have been incorporated into the model. In addition, the model predictions on single- and multi-phase flow of the power-law and Bingham fluids have been verified against the analytical solutions available for these problems, and in all the cases the numerical simulations are in good agreement with the analytical solutions. In this presentation, we will discuss the numerical scheme used in the treatment of non-Newtonian properties, and several benchmark problems for model verification.In an effort to demonstrate the three-dimensional modeling capability of the model, a three-dimensional, two-phase flow example is also presented to examine the model results using laboratory and simulation results existing for the three-dimensional problem with Newtonian fluid flow.