The Huai River Basin is a unique area in P.R.China with the highest densities of population and water projects.It is also subject to the most serious water pollution.We proposed a distributional SWAT(Soil and Water Assessment Tool) model coupled with a water quality-quantity balance model to evaluate dam impacts on river flow regimes and water quality in the middle and upper reaches of the Huai River Basin.We calibrated and validated the SWAT model with data from 29 selected cross-sections in four typical years(1971,1981,1991 and 1999) and used scenario analysis to compensate for the unavailability of historical data regarding uninterrupted river flows before dam and floodgate construction,a problem of prediction for ungauged basins.The results indicate that dam and floodgate operations tended to reduce runoff,decrease peak value and shift peaking time.The contribution of water projects to river water quality deterioration in the concerned river system was between 0 to 40%,while pollutant discharge contributed to 60% to 100% of the water pollution.Pollution control should therefore be the key to the water quality rehabilitation in the Huai River Basin. The Huai River Basin is a unique area in PRChina with the highest densities of population and water projects. Also is subject to the most serious water pollution. We propose a distributional SWAT (Soil and Water Assessment Tool) model coupled with a water quality -quantity balance model to evaluate dam impacts on river flow regimes and water quality in the middle and upper reaches of the Huai River Basin. We calibrated and validated the SWAT model with data from 29 selected cross-sections in four typical years (1971, 1981 , 1991 and 1999) and used scenario analysis to compensate for the unavailability of historical data regarding uninterrupted river flows before dam and floodgate construction, a problem of prediction for ungauged basins. The results that dam and floodgate operations tended to reduce runoff, decrease peak value and shift peaking time. The contribution of water projects to river water quality deterioration in the concerned river system was between 0 to 40%, while pollutants ant discharge contributed to 60% to 100% of the water pollution .Pollution control should therefore be the key to the water quality rehabilitation in the Huai River Basin.