The document describes the CSIRO-MK3 climate system model. The MK3 model consists of the CSIRO spectral atmospheric general circulation model (AGCM) coupled to the GFDL MOM2.2 ocean model. The MK3.0 and MK3.5 versions contributed output to CMIP3. The MK3.0 model was improved over MK2 with enhanced parameterizations and less climate drift. The MK3.5 model included further physical improvements such as ocean eddy transport and improved river routing.