We analyze a neoclassical general-equilibrium model to explain cross-metro variation in population, density, and land supply based on three amenity types: quality-of-life, productivity in tradables, and productivity in non-tradables.We develop a new method to estimate elasticities of housing and land supply, and local-productivity estimates, from cross-sectional density and landarea data.From wage and housing-cost indices, the model explains half of U.S. density and total population variation, and finds that quality of life determines locations more than employment opportunities.We show how changing quality of life, relaxing land-use regulations, or neutralizing federal taxes can redistribute populations massively.