We present a three-level nested-grid ocean circulation modeling system for the Belize shelf of the western Caribbean Sea. The nested-grid system has three subcomponents: a coarse-resolution outer model of the western Caribbean Sea; an intermediate-resolution middle model of the southern Meso-American Barrier Reef System; and a fine-resolution inner model of the Belize shelf. The two-way nesting technique based on the semi-prognostic method is used to exchange information between the three subcomponents. We discuss two applications of the nested-grid system in this study. In the first application we simulate the seasonal mean circulation in the region, with the nested system forced by monthly mean surface fluxes and boundary forcing. The model results reproduce the general circulation features on the western Caribbean Sea and meso-scale circulation features on the Belize shelf. In the second application, we simulate the storm-induced circulation during Hurricane Mitch in 1998, with the nested-grid system forced by the combination of monthly mean forcing and idealized wind stress associated with the storm. The model results demonstrate that the storm-induced currents transport a large amount of estuar-ine waters from coastal regions of Honduras and Guatemala to offshore reef atolls. We present a three-level nested-grid ocean circulation modeling system for the Belize shelf of the western Caribbean Sea. The nested-grid system has three subcomponents: a coarse-resolution outer model of the western Caribbean Sea; an intermediate-resolution middle model of the southern Meso-American Barrier Reef System; and a fine-resolution inner model of the Belize shelf. The two-way nesting technique based on the semi-prognostic method is used to exchange information between the three subcomponents. We discuss two applications of the nested-grid system in this study. In the first application we simulate the seasonal mean in the region, with the nested system forced by monthly mean surface fluxes and boundary forcing. The model results reproduce the general circulation features on the western Caribbean Sea In the second application, we simulate the storm-induced circulation during Hurricane Mitch in 1998, with the The model results demonstrate the the storm-induced currents transport a large amount of estuar-ine waters from coastal regions of Honduras and Guatemala to the offshore reef atolls.