In this project, the PIs will study interannual variability of the upper ocean for the period, 1940 - 1999. The Modular Ocean Model (MOM) will be used to provide "forecast" fields of Temperature, Salinity, and velocity fields. Then observations will be introduced through optimal interpolation or "nudging" techniques for data assimilation. Constraints are various historical data sets from the National Oceanographic Data Center (NODC), and comparisons will be made with independent data sets including the data sets from the World Ocean circulation Experiment (WOCE). The model will be improved by shifting to a multi-processor version, adding different wind products, upgrading the assimilation algorithm to include freshwater input, and other refinements. NODC scientists will focus on constructing repeat sections and time series, examining heat, mass, and freshwater budgets, and upgrading the data base with previously unavailable historical data. The NODC effort is supported by NOAA.