A two-dimensional non-hydrostatic shallow-water model for weakly dispersive waves is developed using the least-squares finite-element method. The model is based on the depth-averaged, nonlinear and non-hydrostatic shallow-water equations. The non-hydrostatic shallow-water equations are solved with the semi-implicit (predictor-corrector) method and least-squares finite-element method. In the predictor step, hydrostatic pressure at the previous step is used as an initial guess and an intermediate velocity field is calculated. In the corrector step, a Poisson equation for the non-hydrostatic pressure is solved and the final velocity and free-surface elevation is corrected for the new time step. The non-hydrostatic shallow-water model is verified and applied to both wave and flow driven fluid flows, including solitary wave propagation in a channel, progressive sinusoidal waves propagation over a submerged bar, von Karmann vortex street, and ocean circulations of Dongsha Atolls. It is found hydrostatic shallow-water model is efficient and accurate for shallow water flows. Non-hydrostatic shallow-water model requires 1.5 to 3.0 more cpu time than hydrostatic shallow-water model for the same simulation. Model simulations reveal that non-hydrostatic pressure gradients could affect the velocity field and free-surface significantly in case where nonlinearity and dispersion are important during the course of wave propagation.