The city of Aberdeen, in northeastern South Dakota, requires an expanded and sustainable supply of water to meet current and future demands. Conceptual and numerical models of the glacial aquifer system in the area north of Aberdeen were developed by the U.S. Geological Survey in cooperation with the City of Aberdeen in 2012. The U.S. Geological Survey, in cooperation with the City of Aberdeen, completed a study to revise the original numerical groundwater-flow model using data through water year (WY) 2015 to aid the City of Aberdeen in their development of plans and strategies for a sustainable water supply and to increase understanding of the glacial aquifer system and groundwater-flow system near Aberdeen. The original model was revised to improve the fit between model-simulated values and observed (measured or estimated) data, provide greater insight into surface-water interactions, and improve the usefulness of the model for water-supply planning. The revised groundwater-flow model (hereafter referred to as the revised model) presented in this report supersedes the original model. The purpose of this report is to describe a revised groundwater-flow model including data collection, model calibration, and model results for the glacial aquifer system including the Elm, Middle James, and Deep James aquifers north of Aberdeen, South Dakota, using updated hydrologic data through WY 2015. The original numerical model was revised in several ways. The model was modified by adding four new layers, which included a surficial layer, two intervening confining layers, and a shale bedrock layer. The revised model provides an improved understanding of the groundwater-flow system in comparison to the original model. The principal aquifers of the model area include portions of the Elm, Middle James, and Deep James aquifers. The lithologic information used to define and describe the aquifers in the model area was unaltered; however, aquifer properties and boundary conditions were reviewed and updated using geological information reported by the South Dakota Department of Environmental and Natural Resources and information obtained from geophysical investigations for this study. The horizontal extent of the Elm, Middle James, and Deep James aquifers was unaltered from the original model. The thickness of the Deep James aquifer was modified based on interpretations from the geophysical investigations. In general, groundwater in the Elm aquifer flowed from northwest to southeast and locally towards rivers and streams. Similarly, in the Middle James and Deep James aquifers, groundwater also typically flowed southeast. The revisions made to the original model include use of the following MODFLOW stress packages: Recharge, Evapotranspiration, Time-Variant Specified Head, Wells, Drains, and Stream Flow Routing, all of which were updated from the original model except for the Stream Flow Routing Package, which replaced the River Package used in the original model. Model calibration is the process of estimating model parameters to minimize the differences, or residuals, between observed data and simulated values; therefore, Parameter ESTimation (PEST) software was used to optimize model input parameters by matching model-simulated values to observed data. Calibration parameters included horizontal hydraulic conductivity, vertical hydraulic conductivity, specific yield, specific storage, and vertical streambed conductance for stream and drain cells. Multipliers were used to calibrate the recharge and evapotranspiration stresses. Evapotranspiration extinction depth also was adjusted during model calibration. Comparisons to the original model are described to highlight the changes made in the revised model. In general, the revised model adequately simulates the natural system and compares favorably with observed hydrologic data. Simulated water levels were evaluated by comparing them to single water-level observations at selected well locations. The selected wells were the same wells used in the original model. The coefficient of determination value between simulated and observed water levels for the revised model was 0.89 and included simulated and observed values from October 1, 1974 (WY 1975), through September 30, 2015 (WY 2015). The coefficient of determination value for the original model was 0.94 and included simulated and observed values from October 1, 1974, through September 30, 2009. The difference may indicate that the original model could have been overfit to hydraulic head observations because base flow was not simulated. The additional data used in the revised model included some climatically wetter, more extreme periods, such as 2011, in which annual precipitation was 30.9 inches. Average annual precipitation for the original model timeframe, which included data from WYs 1975-2009, was 20.26 inches. Additional precipitation data for WYs 2010-15, included in the revised model timeframe, resulted in an average annual precipitation for WYs 1975-2015 in the model area of 20.6 inches. The larger variability in climate data coupled with the additional water-level data could explain the lower coefficient of determination for water levels in the revised model. The revised model was used to calculate various groundwater-budget components for steady-state and transient conditions for WYs 1975-2015. The time-variant specified-head cells in the revised model had the largest change when compared to the original steady-state model for inflows and outflows. Comparing the transient budget components between the original and the revised models indicated that inflow from recharge and time-variant specified-head cells had the greatest effect on groundwater inflows, and outflow from storage had the greatest effect on groundwater outflows. The simulated potentiometric contours from the revised model were compared with (1) the observed (interpreted) potentiometric surface (layer 2) and the hydraulic head values (layers 4 and 6) and (2) the simulated contours from the original model. The simulated hydraulic gradients and general direction of groundwater flow in the Elm aquifer in the revised model generally matched the observed potentiometric contours, the simulated potentiometric contours from the original model, and general flow directions interpreted to be perpendicular to the contours. Minor discrepancies between simulated potentiometric contours from the revised model and the observed potentiometric contours may be due to the lack of observed data in the model area. The revised model was designed to reduce the limitations of the original model. The revisions were validated by comparing the results of the original model with the revised model. A primary benefit of the revised model is the inclusion of the surficial deposits and the confining units as explicit layers in the model. The addition of the surficial layer was beneficial for three primary reasons: (1) more accurate representation of recharge from precipitation, (2) more accurate representation of groundwater evapotranspiration, and (3) more accurate representation of groundwater and surface-water interactions. The groundwater model is a numeric approximation of a complex physical hydrologic system, and the revised model data were interpolated in regions with sparse data. Additionally, model discretization included averaged and interpolated values for water use, withdrawal rates, and hydraulic conductivity. The revised model provides a useful estimate for hydraulic gradients, groundwater-flow directions, and aquifer response to groundwater withdrawals.