Field observations, including hydrographic, microwave imaging radar, and HF radar measurements, reveal the evolution of a complicated frontal interaction between three water masses on the continental shelf near Cape Hatteras, North Carolina, during a period of incursion of water from the Gulf Stream. The water masses were found to be separated by intersecting frontal lines configured in a manner analogous to an occluded atmospheric front. The densest water lay between inshore and offshore fronts that gradually merged or occluded in the generally downstream direction, leaving a single surface front. The overall frontal structure appeared as a distinct Y-shaped feature in the radar imagery, similar to historical imagery of the study area. The interpretation of the observations is aided by the use of a two-dimensional numerical model. The model is initialized with two fronts idealized from the ocean measurements. The model fronts quickly sharpen and begin to move together, eventually occluding into a single surface front. As a result of the occlusion, the water mass having intermediate density subducts and intrudes under the most buoyant water, carrying with it strong horizontal and vertical shears, and a frontal band of diverging currents is created in the densest water mass. The model thus suggests that in the ocean there will be an increase in hydrographic and velocity fine structure downstream of the frontal occlusion point. ¿ 1998 American Geophysical Union