Revision of the GEOCARB model (Berner, 1991, 1994) for paleolevels of atmospheric CO2, has been made with emphasis on factors affecting CO2 uptake by continental weathering. This includes: (1) new GCM (general circulation model) results for the dependence of global mean surface temperature and runoff on CO2, for both glaciated and non-glaciated periods, coupled with new results for the temperature response to changes in solar radiation; (2) demonstration that values for the weathering-uplift factor fR(t) based on Sr isotopes as was done in GEOCARB II are in general agreement with independent values calculated from the abundance of terrigenous sediments as a measure of global physical erosion rate over Phanerozoic time; (3) more accurate estimates of the timing and the quantitative effects on Ca-Mg silicate weathering of the rise of large vascular plants on the continents during the Devonian; (4) inclusion of the effects of changes in paleogeography alone (constant CO2 and solar radiation) on global mean land surface temperature as it affects the rate of weathering; (5) consideration of the effects of volcanic weathering, both in subduction zones and on the seafloor; (6) use of new data on the δ13C values for Phanerozoic limestones and organic matter; (7) consideration of the relative weather- ing enhancement by gymnosperms versus angiosperms; (8) revision of paleo land area based on more recent data and use of this data, along with GCM-based paleo-runoff results, to calculate global water discharge from the continents over time.