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We start with the premise, and provide evidence that it is valid, that a Markov-modulated Poisson process (MMPP) is a good model for Internet traffic at the packet/byte level. We present an algorithm to estimate the parameters and size of a discrete MMPP (D-MMPP) from a data trace. This algorithm requires only two passes through the data. In tandem-network queueing models, the input to a downstream queue is the output from an upstream queue, so the arrival rate is limited by the rate of the upstream queue. We show how to modify the MMPP describing the arrivals to the upstream queue to approximate this effect. To extend this idea to networks that are not tandem, we show how to approximate the superposition of MMPPs without encountering the state-space explosion that occurs in exact computations. Numerical examples that demonstrate the accuracy of these methods are given. We also present a method to convert our estimated D-MMPP to a continuous-time MMPP, which is used as the arrival process in a matrix-analytic queueing model.