The U.S. Geological Survey, in cooperation with the U.S. Army Corps of Engineers, Fort Worth District; the City of Corpus Christi; the Guadalupe-Blanco River Authority; the San Antonio River Authority; and the San Antonio Water System, configured, calibrated, and tested a watershed model for a study area consisting of about 5,490 mi² of the Frio River watershed in south Texas. The purpose of the model is to contribute to the understanding of watershed processes and hydrologic conditions in the lower Frio River watershed. The model simulates streamflow, evapotranspiration (ET), and groundwater recharge by using a numerical representation of physical characteristics of the landscape, and meteorological and streamflow data. Additional time-series inputs to the model include wastewater-treatment-plant discharges, surface-water withdrawals, and estimated groundwater inflow from Leona Springs. Model simulations of streamflow, ET, and groundwater recharge were done for various periods of record depending upon available measured data for input and comparison, starting as early as 1961. Because of the large size of the study area, the lower Frio River watershed was divided into 12 subwatersheds; separate Hydrological Simulation Program-FORTRAN models were developed for each subwatershed. Simulation of the overall study area involved running simulations in downstream order. Output from the model was summarized by subwatershed, point locations, reservoir reaches, and the Carrizo-Wilcox aquifer outcrop. Four long-term U.S. Geological Survey streamflow-gaging stations and two short-term streamflow-gaging stations were used for streamflow model calibration and testing with data from 1991-2008. Calibration was based on data from 2000-08, and testing was based on data from 1991-99. Choke Canyon Reservoir stage data from 1992-2008 and monthly evaporation estimates from 1999-2008 also were used for model calibration. Additionally, 2006-08 ET data from a U.S. Geological Survey meteorological station in Medina County were used for calibration. Streamflow and ET calibration were considered good or very good. For the 2000-08 calibration period, total simulated flow volume and the flow volume of the highest 10 percent of simulated daily flows were calibrated to within about 10 percent of measured volumes at six U.S. Geological Survey streamflow-gaging stations. The flow volume of the lowest 50 percent of daily flows was not simulated as accurately but represented a small percent of the total flow volume. The model-fit efficiency for the weekly mean streamflow during the calibration periods ranged from 0.60 to 0.91, and the root mean square error ranged from 16 to 271 percent of the mean flow rate. The simulated total flow volumes during the testing periods at the long-term gaging stations exceeded the measured total flow volumes by approximately 22 to 50 percent at three stations and were within 7 percent of the measured total flow volumes at one station. For the longer 1961-2008 simulation period at the long-term stations, simulated total flow volumes were within about 3 to 18 percent of measured total flow volumes. The calibrations made by using Choke Canyon reservoir volume for 1992-2008, reservoir evaporation for 1999-2008, and ET in Medina County for 2006-08, are considered very good. Model limitations include possible errors related to model conceptualization and parameter variability, lack of data to better quantify certain model inputs, and measurement errors. Uncertainty regarding the degree to which available rainfall data represent actual rainfall is potentially the most serious source of measurement error. A sensitivity analysis was performed for the Upper San Miguel subwatershed model to show the effect of changes to model parameters on the estimated mean recharge, ET, and surface runoff from that part of the Carrizo-Wilcox aquifer outcrop. Simulated recharge was most sensitive to the changes in the lower-zone ET (LZ