Describes the development, adjustments, and verification of a three-dimensional, time-varying, nonhomogeneous, finite difference model of Bristol Bay and St. George Basin. The modeled area is situated on the Continental Shelf area of the Bering Sea, which has one of the largest shelf areas of the world's oceans. Because of this, the water mass movement is driven predominantly by wind and tides. Annual cycles of surface heating and cooling and the duration, strength and phasing of these periods give a distinctive hydrodynamic behavior to the system. Because of the pronounced vertical nonhomogeneity, a three-dimensional model is required to characterize its response to the driving forces. In addition to the computational aspects, the paper also describes the manner in which boundary conditions are prescribed, the selection of bottom stress coefficients, the determination of turbulence closure constants, and various aspects of the model's verification and prediction.