The SWI2 Package is the latest release of the Seawater Intrusion (SWI) Package for MODFLOW. The SWI2 Package allows three-dimensional vertically integrated variable-density groundwater flow and seawater intrusion in coastal multiaquifer systems to be simulated using MODFLOW-2005. Vertically integrated variable-density groundwater flow is based on the Dupuit approximation in which an aquifer is vertically discretized into zones of differing densities, separated from each other by defined surfaces representing interfaces or density isosurfaces. The numerical approach used in the SWI2 Package does not account for diffusion and dispersion and should not be used where these processes are important. The resulting differential equations are equivalent in form to the groundwater flow equation for uniform-density flow. The approach implemented in the SWI2 Package allows density effects to be incorporated into MODFLOW-2005 through the addition of pseudo-source terms to the groundwater flow equation without the need to solve a separate advective-dispersive transport equation. Vertical and horizontal movement of defined density surfaces is calculated separately using a combination of fluxes calculated through solution of the groundwater flow equation and a simple tip and toe tracking algorithm. Use of the SWI2 Package in MODFLOW-2005 only requires the addition of a single additional input file and modification of boundary heads to freshwater heads referenced to the top of the aquifer. Fluid density within model layers can be represented using zones of constant density (stratified flow) or continuously varying density (piecewise linear in the vertical direction) in the SWI2 Package. The main advantage of using the SWI2 Package instead of variable-density groundwater flow and dispersive solute transport codes, such as SEAWAT and SUTRA, is that fewer model cells are required for simulations using the SWI2 Package because every aquifer can be represented by a single layer of cells. This reduction in number of required model cells and the elimination of the need to solve the advective-dispersive transport equation results in substantial model run-time savings, which can be large for regional aquifers. The accuracy and use of the SWI2 Package is demonstrated through comparison with existing exact solutions and numerical solutions with SEAWAT. Results for an unconfined aquifer are also presented to demonstrate application of the SWI2 Package to a large-scale regional problem.