ARCADIA, Wis. (AP) — Water-logged cities and towns across west-central Wisconsin and southeastern Minnesota braced for another wave of flooding Friday as more rain moved through the region.

Sections of Wisconsin and Minnesota already are reeling for a daylong deluge on Thursday that caused flash flooding. Hundreds of people had to flee their homes.

Forecasts for Friday called for a cold front to move into west-central Wisconsin, bringing with it heavy rain, thunderstorms and high winds. The National Weather service extended flood warnings for 13 Wisconsin and Minnesota counties until 9:30 a.m. Friday.

The Wisconsin National Guard was busy distributing thousands of sandbags to municipalities, including 20,000 to Arcadia and 10,000 each to Neillsville and Osseo.

Minnesota and Wisconsin's governors declared emergencies for large segments of their states Thursday. The National Weather Service said 3 inches to 5 inches of rain fell across parts of both states. Several roads had to be closed because of flooding.

Arcadia, a community of about 2,400 people 100 miles southeast of Minneapolis, took the brunt of the flooding. Emergency officials evacuated 343 homes as 3-foot floodwaters surged through the city's downtown area, displacing nearly half the city's population. They also worked to evacuate 80 homes in Black River Falls. No injuries were reported.

"It's only going to get worse," said Casey Radatz, a 31-year-old semitrailer driver from Arcadia, as he sat on his bike in a poncho watching the swollen, peanut-butter colored Trempealeau River rage by. "Not good."

Pastor John Lestock of Trinity Lutheran Church in Owatonna, Minn., said water has been pouring into his own basement, seeping through the floor and coming in through windows. More than 3 inches of water covered the floor of his church, he said.

A Red Cross shelter was established in southwest Minnesota. The chapter's executive director, Joyce Jacobs, said utilities were shutting off the gas and electricity in some homes with water in the basement.

Jacobs said water damaged homes and saturated farm fields and ditches. Half the roads in the small town of Truman were completely covered by water.

"One of the first things we saw was a car, and the water was up to the doors," she said. "It came up so quick, people didn't have time to move their cars."

The National Weather Service said drier weather is in store for later Friday. But still another storm system is expected to move in on Saturday, the weather service said water added to creeks and streams will rush into area rivers over the weekend.