A water distribution geographic information system (GIS) was used to develop a planning level WaterCAD(R) water distribution system model for the City of Manhattan, Kansas (pop. 52,000). The process and methods used to develop a model from the GIS data are presented in this paper. An initial data assessment was made, and back checking procedures were applied throughout the model development process. GIS tools and techniques were applied to migrate the original distribution system GIS into the WaterCAD(R) model network. The GIS migration process included pipe consolidation, pipe removal, network connectivity, pipe roughness allocation and elevation assignment. A spatial demand database (SDD) was created and used to estimate consumer demand. The SDD was developed by merging consumer-billing records with a GIS parcel coverage. Demands from the SDD were allocated to the model in ArcView(R) GIS through a nearest node assignment method. The GIS procedures streamlined the water distribution model development process, and minimized the time required for model calibration. Includes reference, table, figures.