This paper decribes the simulation model to estimate populations in municipalities (shi, machi or mura) of Yamaguchi prefecture. The model consists of the migration sub-model and the cohort sub-model. In the migration sub-model, the number of inter-prefectural migrants for all Japan, the number of out-migrants from each prefecture, the rates of inter-prefectural migrants, and the number of in-migrants into each prefecture are estimated according to the 4-stage estimation. In the cohort sub-model, the number of birth and the number of death by sex and age are estimated according to the time series model. For the year of 2000,populations by sex and age in municipalities are estimated. As a result, it is found, for example in Ube city, that the population pyramid will change from gourd-shape to hanging-bell-shape and that aged population will increase and young population will decrease.