The United States suffers an annual average of 100 deaths and over $2 billion in damage from flood events. South-central Texas is particularly vulnerable to floods because storms stall out along the Balcones Escarpment of south-central Texas; decaying tropical cyclones could hit this area and cause serious flooding events. The Guadalupe River Basin witnessed twenty major floods since 1900 with recent major flood events including October 1998, July 2002, and five events in 2004. Flood events in 2004 resulted from heavy rainfall that was localized in the populated portions of Guadalupe County, causing property damage and public safety concerns. In November 2004, a moist air mass from the Gulf of Mexico combined with moist air from the Pacific Ocean resulting in the wettest November in Texas since. While the peak discharge was not the highest on record, the U.S. Geological Survey (USGS) gage number 8173900 on the Guadalupe River at Gonzales, Texas reported a daily mean discharge of 81,400 cubic feet per second (2,304 cubic meters per second ) on November 23, 2004. In this presentation we characterize the meteorological conditions that lead to this event and apply a two- dimensional, physically-based, distributed-parameter hydrologic model to simulate the event. Results will be compared to observations and outputs from a conceptual model.