The low-level atmospheric transformation associated with a class of traveling convective storms observed. over Venezuela is described. A strong low-level cooling is observed, confined mostly to the subcloud layer, and associated with a deeper layer of drying and acceleration of the easterly flow. A density current model is used to stratify the storm travel speeds, peak surface gusts and the accelerated flow at low levels behind the storm, and to relate these to the low-level flow ahead of the storm. There is reasonable agreement between these atmospheric data and laboratory observations of density currents. The updraft and down-draft structure is discussed using an interesting sounding cross section and trajectories from a three-dimensional numerical simulation. It appears that two distinct downdrafts exist: one driven by precipitation within the cumulonimbus cell, and a second mesoscale feature which is dynamically driven, and associated with descent over the spreading cold outflow.