Urbanization has affected both the flow characteristics and water quality of streams in the Chester Creek basin, of Anchorage, Alaska. Peak flows are higher in the urban rather than rural parts of the basin, and the percent of effective impervious area has a significant effect on storm runoff volumes and peaks. Water quality in the Chester Creek basin varies according to season and flow conditions. During low or base-flow conditions, concentrations of most water quality constituents measured are within State of Alaska drinking water standards, except for fecal coliform bacteria. During periods of high flow due to snowmelt or rainfall, concentrations of trace metal lead usually exceed recommended maximum levels. The primary sources of trace metal lead and suspended sediments are commercial areas , while the primary source of nutrients and fecal coliform bacteria is residential areas. Streamflow and water quality data collected at five sites representing different land-use categories were used to calibrate and verify three U.S. Geological Survey computer-based models: the Distributed Routing Rainfall-Runoff Model-Version II (DR3M-II), the Multi-Event Urban Runoff Quality Model (DR3M-QUAL), and the Precipitation Runoff Modeling Systems (PRMS). The PRMS can be used to simulate the effects of increased urbanization on daily flows. The DR3M-II can be used to simulate storm effects on small basins of < 40 acres. The DR3M-QUAL can be used to estimate seasonal loads of suspended sediment from basins of < 40 acres. (Lantz-PTT)