A numerical ground-water-flow model (hereinafter, the conduit-flow Edwards aquifer model) of the karstic Edwards aquifer in south-central Texas was developed for a previous study on the basis of a conceptualization emphasizing conduit development and conduit flow, and included simulating conduits as one-cell-wide, continuously connected features. Uncertainties regarding the degree to which conduits pervade the Edwards aquifer and influence ground-water flow, as well as other uncertainties inherent in simulating conduits, raised the question of whether a model based on the conduit-flow conceptualization was the optimum model for the Edwards aquifer. Accordingly, a model with an alternative hydraulic conductivity distribution without conduits was developed in a study conducted during 2004-05 by the U.S. Geological Survey, in cooperation with the San Antonio Water System. The hydraulic conductivity distribution for the modified Edwards aquifer model (hereinafter, the diffuse-flow Edwards aquifer model), based primarily on a conceptualization in which flow in the aquifer predominantly is through a network of numerous small fractures and openings, includes 38 zones, with hydraulic conductivities ranging from 3 to 50,000 feet per day. Revision of model input data for the diffuse-flow Edwards aquifer model was limited to changes in the simulated hydraulic conductivity distribution. The root-mean-square error for 144 target wells for the calibrated steady-state simulation for the diffuse-flow Edwards aquifer model is 20.9 feet. This error represents about 3 percent of the total head difference across the model area. The simulated springflows for Comal and San Marcos Springs for the calibrated steady-state simulation were within 2.4 and 15 percent of the median springflows for the two springs, respectively. The transient calibration period for the diffuse-flow Edwards aquifer model was 1947-2000, with 648 monthly stress periods, the same as for the conduit-flow Edwards aquifer model. The root-mean-square error for a period of drought (May-November 1956) for the calibrated transient simulation for 171 target wells is 33.4 feet, which represents about 5 percent of the total head difference across the model area. The root-mean-square error for a period of above-normal rainfall (November 1974-July 1975) for the calibrated transient simulation for 169 target wells is 25.8 feet, which represents about 4 percent of the total head difference across the model area. The root-mean-square error ranged from 6.3 to 30.4 feet in 12 target wells with long-term water-level measurements for varying periods during 1947-2000 for the calibrated transient simulation for the diffuse-flow Edwards aquifer model, and these errors represent 5.0 to 31.3 percent of the range in water-level fluctuations of each of those wells. The root-mean-square errors for the five major springs in the San Antonio segment of the aquifer for the calibrated transient simulation, as a percentage of the range of discharge fluctuations measured at the springs, varied from 7.2 percent for San Marcos Springs and 8.1 percent for Comal Springs to 28.8 percent for Leona Springs. The root-mean-square errors for hydraulic heads for the conduit-flow Edwards aquifer model are 27, 76, and 30 percent greater than those for the diffuse-flow Edwards aquifer model for the steady-state, drought, and above-normal rainfall synoptic time periods, respectively. The goodness-of-fit between measured and simulated springflows is similar for Comal, San Marcos, and Leona Springs for the diffuse-flow Edwards aquifer model and the conduit-flow Edwards aquifer model. The root-mean-square errors for Comal and Leona Springs were 15.6 and 21.3 percent less, respectively, whereas the root-mean-square error for San Marcos Springs was 3.3 percent greater for the diffuse-flow Edwards aquifer model compared to the conduit-flow Edwards aquifer model. The root-mean-square errors for San Antonio and San Pedro Springs were appreciably greater, 80.2 and 51.0 percent, respectively, for the diffuse-flow Edwards aquifer model. The simulated water budgets for the diffuse-flow Edwards aquifer model are similar to those for the conduit-flow Edwards aquifer model. Differences in percentage of total sources or discharges for a budget component are 2.0 percent or less for all budget components for the steady-state and transient simulations. The largest difference in terms of the magnitude of water budget components for the transient simulation for 1956 was a decrease of about 10,730 acre-feet per year (about 2 per-cent) in springflow for the diffuse-flow Edwards aquifer model compared to the conduit-flow Edwards aquifer model. This decrease in springflow (a water budget discharge) was largely offset by the decreased net loss of water from storage (a water budget source) of about 10,500 acre-feet per year.