This report documents a computer program (SEAWAT) that simulates variable-density, transient, ground-water flow in three dimensions. The source code for SEAWAT was developed by combining MODFLOW and MT3DMS into a single program that solves the coupled flow and solute-transport equations. The SEAWAT code follows a modular structure, and thus, new capabilities can be added with only minor modifications to the main program. SEAWAT reads and writes standard MODFLOW and MT3DMS data sets, although some extra input may be required for some SEAWAT simulations. This means that many of the existing pre- and post-processors can be used to create input data sets and analyze simulation results. Users familiar with MODFLOW and MT3DMS should have little difficulty applying SEAWAT to problems of variable-density ground-water flow.