A regional eddy-resolving primitive equation circulation model was used to simulate circulation on the southeastern Bering Sea (SEBS) shelf and basin. This model resolves the dominant observed mean currents, eddies and meanders in the region, and simultaneously includes both tidal and subtidal dynamics. Circulation, temperature and salinity fields for years 1995 and 1997 were hindcast, using daily wind and buoyancy flux estimates, and tidal forcing derived from a global model. This paper describes the development of the regional model, a comparison of model results with available Eulerian and Lagrangian data, a comparison of results between the two hindcast years, and a sensitivity analysis. Based on these hindcasts and sensitivity analyses, we suggest the following: 1) The Bering Slope Current (BSC) is a primary source of large (~100 km diameter) eddies in the SEBS basin. Smaller meanders are also formed along the 100 m isobath on the southeastern shelf, and along the 200 m isobath near the shelf break. 2) There is substantial interannual variability in the statistics of eddies within the basin, driven by variability in the strength of the ANSC. 3) The mean flow on the shelf is not strongly sensitive to changes in the imposed strength of the ANSC; rather, it is strongly sensitive to the local wind forcing. 4) Vertical mixing in the SEBS is strongly affected by both tidal and subtidal dynamics. Strongest mixing in the SEBS may in fact occur between the 100 and 400 m isobaths, near the Pribilof Islands, and in Unimak Pass.