This report is the third in a series in which the Chesapeake Bay Environmental Model Package was used to assess the environmental benefits of oyster restoration in Chesapeake Bay. Here, the effects of oyster restoration to all potential Virginia oyster habitat were investigated. Three scenarios were completed with oyster mortality rates corresponding to 1994 base rates, to rates which allow a ten-fold biomass increase in regions that presently support oysters, and to rates consistent with 1920-1970 biomass in regions that presently support oysters. Benefits of establishing oysters in new areas were negligible for 1994 base mortality rates. Maximum benefits were computed for mortality rates consistent with 1920-1970 population levels. The maximum benefits from restoration to all potential Virginia habitat, compared to existing habitat, included: 0.44 ig/L reduction in summer-average surface chlorophyll, 0.04 mg/L increase in summer-average deep-water (d > 12.9 m) dissolved oxygen, 0.06 /m reduction in summer-average light attenuation, 687 tonnes C (11 percent) additional SAV, and 5301 kg/d nitrogen removal.