This proposal is to continue studying the morphology, dynamics, and temporal variability of the tropical ionosphere and thermosphere, and to extend the investigation to higher latitudes. Atmosphere Explorer satellite measurements of airglow emission intensities, particle densities and temperatures will be employed in conjunction with the NCAR TIGCM in order to improve the understanding of the basic mechanisms which govern the behavior of the upper atmosphere. The observational data will be compared with model predictions in an investigation of solar tides and neutral winds in the thermosphere. A study of the distribution of Mg+ ions should yield important new information on ionospheric plasma transport processes. In addition, the AE data base will provide the unique opportunity to develop global empirical and semi-empirical models of the major thermospheric airglow emissions.