A digital numerical model of the ground-water-flow system in the Virginia Coastal Plain was constructed as part of the Regional Aquifer System Analysis program of the U.S. Geological Survey and subsequently revised based on reinterpretations of the hydrogeologic framework. The revised model has been incorporated by the Virginia Department of Environmental Quality as a means to evaluate the effects of existing and proposed ground-water withdrawals. The revised model, which is documented here, includes many design features of the original model. Principal modifications are (1) reassignment of some model layers to represent different aquifers, (2) replacement of applied recharge and the uppermost surface-water layer by constant-head cells to represent the unconfined aquifer, and (3) revision of the lateral extents and transmissivity and vertical leakance values assigned to model layers. Ground-water levels simulated by the revised model under steady-state conditions, using withdrawal rates representing the period 1978-80, generally are similar to the water levels simulated by the original model under transient conditions using the same withdrawal rates. Differences probably result largely from changes in transmissivity and vertical leakance values. The revised model enables the continued evaluation of development of the large and complex aquifer system. Improved information on parts of some aquifers has been incorporated. Only large, regional-scale trends in ground-water water levels, flow directions, and flow rates are simulated, however, and not local trends and (or) short-term changes in water level and flow. Changing hydraulic stresses, knowledge of hydrogeologic conditions, and resource-management needs require periodic revision of the model to maintain its usefulness for the management of ground-water resources in the Virginia Coastal Plain.