The process of gravel-packing in highly deviated wells is really the solid-liquid two phase flow and the moving of deposited sand bed. The alpha wave packing is always together with the filtration of carrier fluid into the formation and the exchanging flow through the screen slots. Considering these characteristics, the mass and momentum conservation equations of gravel and fluid are established for two flow systems, that is, solid-fluid two phase flow in wellbore annular and single phase flow in wash pipe and screen annular. With the coupling equations of the two flow systems, the time-dependent numerical model for highly deviated well gravel-packing is developed. Base the numerical model, a visually numerical simulator software is work out to simulate the whole process of gravel-packing in highly deviated wells and analyze the packing performance and the flowing parameter characteristics.