Abstract: Using the Penn State-NCAR nonhydrostatic mesoscale model (MM5), the evolution of typhoon Winnie after landfall is simulated. Verified against observations, the track, minimum centerpressure, precipitation and in particular, the birth of secondary cyclone were well reproduced. Significantly, the model clouds made from water contents of out put favorably resemble the satellite infrared images, and also show the evolution of typhoon Winnie from tropical cyclone to extratropical cyclone after landing.