This report documents the development and application of a box model to simulate water level, salinity, and temperature of the Alviso Salt Pond Complex in South San Francisco Bay. These ponds were purchased for restoration in 2003 and currently are managed by the U.S. Fish and Wildlife Service to maintain existing wildlife habitat and prevent a build up of salt during the development of a long-term restoration plan. The model was developed for the purpose of aiding pond managers during the current interim management period to achieve these goals. A previously developed box model of a salt pond, SPOOM, which calculates daily pond volume and salinity, was reconfigured to simulate multiple connected ponds and a temperature subroutine was added. The updated model simulates rainfall, evaporation, water flowing between the ponds and the adjacent tidal slough network, and water flowing from one pond to the next by gravity and pumps. Theoretical and measured relations between discharge and corresponding differences in water level are used to simulate most flows between ponds and between ponds and sloughs. The principle of conservation of mass is used to calculate daily pond volume and salinity. The model configuration includes management actions specified in the Interim Stewardship Plan for the ponds. The temperature subroutine calculates hourly net heat transfer to or from a pond resulting in a rise or drop in pond temperature and daily average, minimum, and maximum pond temperatures are recorded. Simulated temperature was compared with hourly measured data from pond 3 of the Napa?Sonoma Salt Pond Complex and monthly measured data from pond A14 of the Alviso Salt-Pond Complex. Comparison showed good agreement of measured and simulated pond temperature on the daily and monthly time scales.