The project is to derive equations of motion for multi-phase fluid flows using various levels of course-graining on the microscopic dynamics and thereby obtain dynamically consistent and useful descriptions of the macroscopic flow behavior. The results will be implemented in high resolution computer codes for the description of these multiphase flows. The coarse-graining methods to be employed are projection operator methods, nonlinear response techniques, and the renormalization group method. Specific applications will be given to bubbly and annular flows in Phase I. A systematic scheme of numerical studies will be explored in Phase II. Problems of multi-phase flows appear widely in engineering problems. Proper formulations, coupled with efficient numerical flow software, will have much impact on commercial activities.