SEAWAT-2000 is the latest release of the SEAWAT computer program for simulation of three-dimensional, variable-density, transient ground-water flow in porous media. SEAWAT-2000 was designed by combining a modified version of MODFLOW-2000 and MT3DMS into a single computer program. The code was developed using the MODFLOW-2000 concept of a process, which is defined as ?part of the code that solves a fundamental equation by a specified numerical method.? SEAWAT-2000 contains all of the processes distributed with MODFLOW-2000 and also includes the Variable-Density Flow Process (as an alternative to the constant-density Ground-Water Flow Process) and the Integrated MT3DMS Transport Process. Processes may be active or inactive, depending on simulation objectives; however, not all processes are compatible. For example, the Sensitivity and Parameter Estimation Processes are not compatible with the Variable-Density Flow and Integrated MT3DMS Transport Processes. The SEAWAT-2000 computer code was tested with the common variable-density benchmark problems and also with problems representing evaporation from a salt lake and rotation of immiscible fluids.