ABSTRACT Wedgewood University of Washington CTS-9510398 This work explores a novel formulation for constitutive relations for viscoelastic fluids. I is well-known that such equations much be frame indifferent and this stipulation has resulted in the elimination of the vorticity among the dependent variables, since vorticity is not frame indifferent. In this work, the decomposition of the vorticity into two parts is considered. The deformational vorticity is frame invariant and can be used in constitutive formulations whereas the rigid vorticity is not frame invariant. These new kinematic variables permit the introduction of long range interactions to be modeled. The specific work under the SGER will consist of microscale modeling of constitutive behavior and the interpretation of the results through the new model. Also, experiments will be undertaken to highlight effects which would be predicted by this mode.