The Mt. Scott watershed in northern Clackamas County, Oregon is an urban watershed that lies inside the Portland metropolitan urban growth boundary. Urbanization of the watershed began in the early 1970's and has recently accelerated. A landscape level analysis of the urbanization process was combined with the results of a recently completed storm water master plan for the area. The project resulted in the identification of potential locations for combined detention and water quality facilities. It also served to further justify the recent revision of surface water management rules and regulations to include requirements for lower release rates from detention facilities, riparian and wetland buffers, and restrictions on seasonal construction activities on steeper slopes. GIS was used extensively throughout the project to provide data input into the XPSWMM model that was used to analyze storm water flows and to identify infrastructure needs and requirements. In addition, GIS played a pivotal role in analyzing the potential cumulative effects of the urbanization process on overall stream health in the basin. The results of this analysis project will be used in the continuing effort to develop a water quality monitoring program within the basin in the face of on-going development and continued urbanization.