Increasing municipal and regional water demands have reduced freshwater inflows to the Nueces Delta. These flow reductions impair the marsh ecosystem’s functionality. As part of a United States Army Corps of Engineers multi-agency collaboration to restore the Nueces River and its tributaries, we have developed a mass-conservative hydrodynamic model to analyze fate and transport of freshwater and tidal inflows to the Nueces Delta. The model is built upon the LIDAR bathymetric data collected by the Coastal Bend Bays and Estuaries Program (CBBEP). Input data includes tidal, salinity, and wind data obtained from the Texas Coastal Ocean Observation Network (TCOON), pumping data from the Nueces River Authority, precipitation data from NOAA, and river flow from the USGS. The underlying modeling method uses conservative finite-difference/volume discretization on a Cartesian rectangular grid to simulate the movement of water and salt fluxes across the delta. Sub-models to represent the hydraulic influence of flow constrictions (e.g. railroads trestles, culverts) have been developed. The model’s response to forcing from wind, precipitation, and roughness were analyzed. The time to spin up for the model was analyzed and found to be approximately seven days. Preliminary validation of the model was qualitative but the overall trend of the tide coming in appears correct at the monitoring stations analyzed, indicating that the lowest frequency forcing of the tide and wind are correct. The effects of pumping into the delta were investigated under different pumping conditions to reveal the area inundation and impacts on salinity from pumping. / text