The evolution of the response to Hurricanes Katrina and Rita of sea state, ocean currents and water level in the northern Gulf of Mexico (GOM) is prescribed through the application of advanced numerical ocean response hindcast models. The wave hindcast utilizes a third-generation model that had been extensively validated against recent severe GOM hurricanes. For the present study a high resolution nested grid system (3 nm grid spacing basin-wide; 0.6 nm spacing in the coastal zone) is implemented. Currents and storm surge in shallow water are modeled with the ADCIRC community hydrodynamic model and mixed layer currents in deep water are modeled with a newly calibrated turbulence-closure current profile model. The wind fields in these hurricanes and especially in Katrina during the 24-hours before landfall, exhibited anomalous features that precluded the use of a simple wind modeling approach. Therefore, the wind fields used to drive the ocean response models were kinematically reanalyzed from all available in-situ, airborne and satellite data sources. The ocean response hindcasts were validated against all available measurements and generally exhibited good skill and negligible bias except at NOAA buoy 42040, which reported the highest significant wave height (16.9m), where the hindcast is about 10% lower than the measurement. These hindcasts were made to support the MMS sponsored program on post-mortem engineering studies; they are also of needed for the reassessment of design criteria. TX 75083-3836, U.S.A., fax 01-972-952-9435.