THIS PROPOSAL WILL DEVELOP AN IMPORTANT ASPECT OF THE IESA THAT CONSISTENTLY COMBINES OBSERVATIONS OF THE ATMOSPHERE WITH THE OCEAN SPECIFICALLY FOCUSING ON ATMOSPHERIC WATER VAPOR IONOSPHERIC CORRECTION AND SATELLITE ALTIMETRY. EXTENDING UPON SYSTEMS DEVELOPED BY GLOBAL MODELING AND ASSIMILATION OFFICE (GMAO) AND GEODESY AND GEOPHYSICS LABORATORY (GGL) AT NASA GSFC WE PROPOSE FOLLOWING DEVELOPMENTS: (I) DIRECTLY ASSIMILATE CROSS-CALIBRATED FOOT-PRINT LEVEL ALONG-TRACK SEA LEVEL ANOMALY (SLA) FROM SATELLITE ALTIMETERS (TOPEX/POSEIDON JASON SERIES SATELLITES) DERIVED BY THE GGL INTO THE OCEAN COMPONENT OF A PROTOTYPE GMAO IESA. (II) DIRECTLY ASSIMILATE ATMOSPHERIC MICROWAVE RADIOMETER (AMR) MEASURED BRIGHTNESS TEMPERATURES ALSO ONBOARD T/P AND JASON SERIES SATELLITES INTO THE ATMOSPHERIC COMPONENT OF THE GMAO IESA. (III) DEVELOP DATA THINNING AND QUALITY CONTROL PROCEDURES TO CONSISTENTLY ASSIMILATE SLA AND AMR MEASUREMENTS INTO THE OCEAN AND ATMOSPHERIC COMPONENTS RESPECTIVELY (I.E. SLA IMPROVES OCEAN AMR IMPROVES ATMOSPHERE AND IS USED TO FURTHER IMPROVE ATMOSPHERIC CORRECTION TO SLA AND SO FORTH). THESE PROPOSED CROSS-COMPONENT DEVELOPMENTS WOULD NOT ONLY CONSTRAIN THE ATMOSPHERE AND OCEAN COMPONENTS OF THE EARTH SYSTEM BUT ALSO THE AIR-SEA FEEDBACKS BETWEEN THEM. THE ABOVE DEVELOPMENTS WILL BE IMPLEMENTED AND TESTED IN THE GMAO IESA. OUR VALIDATION METRICS WILL INCLUDE COMPARISON TO WITHHELD DATA SHORT- AND LONGER-TERM FORECASTS TO ADDRESS IMPACTS ON NUMERICAL WEATHER PREDICTION AND ANNUAL TO INTER-ANNUAL VARIABILITY OF SEA LEVEL. SPECIFIC OCEAN METRICS WOULD CONSIST OF DEEP (MODE) WATER TRANSPORT AT KEY LOCATIONS SUCH AS AT THE RAPID ARRAY TO MEASURE THE STRENGTH OF THE ATLANTIC MERIDIONAL OVERTURNING CIRCULATION (AMOC).