A third generation wave model was developed to simulate wind waves in the South China Sea near Hong Kong. The model solves the energy conservation equation of the two dimensional wave spectrum by directly computing the nonlinear energy interaction among waves of different frequencies, thus avoiding the imposition of restrictions on the shape of the predicted spectra. The use of an upwind difference scheme in the advective terms produces an artificial diffusion which partly compensates the dispersive effect due to the phase velocity differences among various wave components. The use of a semi-implicit scheme for the source terms together with a special treatment of the high frequency tail of the spectrum allows a large time integration step. Verification of the model was done for wave hindcasting studies under conditions of two typhoons and two cold fronts in the north part of the South China Sea near Hong Kong . The model results agree well with the field measurements except that the presence of a dista A third generation wave model was developed to simulate wind waves in the South China Sea near Hong Kong. The model solves the energy conservation equation of the two dimensional wave spectrum by directly computing the nonlinear energy interaction among waves of different frequencies, thus avoiding the imposition of restrictions on the shape of the predicted spectra. The use of an upwind difference scheme in the advective terms produces an artificial diffusion that partly compensates the dispersive effect due to the phase velocity differences among various wave components. The use of a semi-implicit scheme for the source terms together with a special treatment of the high frequency tail of the spectrum allows a large time integration step. Verification of the model was done for wave hindcasting studies under conditions of two typhoons and two cold fronts in the north part of the South China sea near Hong Kong. The model results agree well with the field measurements except that the p resence of a dista