Wall boiling and bubble population balance equations combined with a two-fluid model are employed to predict boiling two-phase flow in an inclined channel with a downward-facing heated upper wall. In order to observe the boiling behavior on the inclined, downward-facing heated wall, a visualization experiment was carried out with a 100mm x 100mm of the cross section, 1.2-m-long rectangular channel, inclined by 10 degrees from the horizontal plane. The size of the heated wall was 50mm by 750mm and the heat flux was provided by Joule heating using DC electrical current. The temperatures of the heater surface were measured and used in calculating heat transfer coefficients. The wall superheat for 100 kW/m(2) heat flux and 200kg/m(2)s mass flux ranged between 9.3 degrees C and 15.1 degrees C. High-speed video images showed that bubbles were sliding, continuing to grow, and combining with small bubbles growing at their nucleation sites in the downstream. Then large bubbles coalesced together when the bubbles grew too large to have a space between them. Finally, an elongated slug bubble formed and it continued to slide along the heated wall. For these circumstances of wall boiling and two-phase flow in the inclined channel, the existing wall boiling model encompassing bubble growth and sliding was improved by considering the influence of large bubbles near the heated wall and liquid film evaporation under the large slug bubbles. With this improved model, the predicted wall superheat agreed well with the experimental data, while the RPI model largely overpredicted the wall superheat.