Many features of the plasma processes in the sun, the solar wind and the magnetosphere involve inherently kinetic, three-dimensional physics. The objective of this project is to develop a three dimensional, multi-resolution, hybrid model of space plasmas using kinetic ions and fluid electrons. The code will be able to resolve the microphysics of space plasmas locally on scales comparable to the ion gyro-radius and ion inertial length. This model will be appropriate to magnetospheric modeling in the short term and other planetary and solar physical problems in the long term. A current 2-D code will be modified to create a state-of-the-art hybrid model on a finite element multi-resolution mesh. The main emphasis of this project will be on code development and addressing computational issues with the ultimate goal of utilizing the new code for conducting global magnetospheric modeling with applications to geomagnetic storms and space weather prediction. The code construction will comprise analytic calculations of the finite element procedures in three dimensions, code construction by following the methodology used in the existing two-D code, and code testing against linear analytic wave dispersion relations.