This paper describes the development and application of a three-dimensional model for coastal and estuarine circulation. The model uses a harmonic expansion in time and a finite element discretization in space. All nonlinear terms are retained, including quadratic bottom stress, advection and wave transport (continuity nonlinearity). The equations are solved as a global and a focal problem, where the global problem is the solution of the wave equation formulation of-the shallow water equations, and the local problem is the solution of the momentum equation for the vertical velocity profile. These equations are coupled to the advection-diffusion equation for salt so that density gradient forcing is included in the momentum equations. The model is applied to a study of Delaware Bay, U.S.A., where salinity intrusion is the primary focus.