With the increase of train speed, track modeling has faced great challenges as traditional static or quasi-static analyses become insufficient Many track models have not had a train model and defined the wheel- rail interaction force as a stationary, independent, and empirical loading profile. In fact, the wheel-rail contact force is a function of train-track interaction and is difficult to predetermine. Another limitation of two- dimensional track models is the lack of sophisticated three-dimensional soil parts; this deficiency becomes critical w hen train speed is high enough to cause significant wave motion in the subgrade soil. A fully coupled three-dimensional train-track-soil model is developed and verified by a benchmark finite element program. Case studies are then described to demonstrate the capability of this track model.