OBSERVATIONS OF SATURN FROM THE CASSINI MISSION PROVIDE THE MOST EXTENSIVE CONSTRAINTS ON A GIANT PLANET UPPER ATMOSPHERE TO DATE. IN PARTICULAR SOLAR AND STELLAR OCCULTATIONS OBSERVED BY THE CASSINI ULTRAVIOLET IMAGING SPECTROGRAPH (UVIS) INSTRUMENT PROBE THE DENSITY COMPOSITION AND TEMPERATURE PROFILES AT DIFFERENT LATITUDES AND TIMES IN SATURN S ATMOSPHERE COVERING ALTITUDES FROM ABOUT 300 KM ABOVE THE 1 BAR LEVEL TO THE EXOBASE AROUND THE ALTITUDE OF 2700-3000 KM ABOVE THE 1 BAR LEVEL. OUR ANALYSIS OF THE OCCULTATION DATA OBTAINED PRIOR TO THE 2016-2017 PERIOD HAS ALREADY REVEALED A NUMBER OF INTERESTING RESULTS. THESE RESULTS CONSTRAIN THE SHAPE OF THE UPPER ATMOSPHERE AND MERIDIONAL TEMPERATURE GRADIENT INDICATING THAT HEATING RATES IN SATURN S THERMOSPHERE INCREASE WITH LATITUDE TOWARDS THE POLES WHERE THE ATMOSPHERE IS HEATED BY RESISTIVE HEATING AND PARTICLE PRECIPITATION ASSOCIATED WITH THE POLAR AURORA. THESE HEAT SOURCES FAR OUTWEIGH THE EXPECTED CONTRIBUTION FROM SOLAR HEATING THAT IS KNOWN TO BE INSUFFICIENT IN HEATING THE THERMOSPHERE ON ALL GIANT PLANETS. THE OCCULTATION RESULTS ALSO CONSTRAIN SEASONAL CHANGES IN THE UPPER ATMOSPHERE REVEAL THE IMPORTANCE OF ION CHEMISTRY IN DRIVING PHOTOCHEMISTRY OF COMPLEX HYDROCARBONS AND TOGETHER WITH DATA FROM THE COMPOSITE INFRARED SPECTROMETER (CIRS) AND RADIO SCIENCE SUBSYSTEM (RSS) THEY CONSTRAIN SATURN S OVERALL ATMOSPHERIC STRUCTURE AND HELIUM ABUNDANCE. DESPITE THESE ADVANCES A NUMBER OF IMPORTANT PROBLEMS REMAIN. THE HEATING MECHANISM AT LOW TO MID-LATITUDES IN THE THERMOSPHERE OUTSIDE OF THE AURORAL REGION IS STILL POORLY UNDERSTOOD. RECENT CIRCULATION MODEL RESULTS FROM OUR TEAM INDICATE THAT REDISTRIBUTION OF AURORAL ENERGY IS A VIABLE HEAT SOURCE BUT THE EXACT MECHANISM THAT ALLOWS FOR MERIDIONAL TRANSPORT IN SATURN S RAPIDLY ROTATING ATMOSPHERE REMAINS TO BE TESTED AGAINST OBSERVATIONS. IN FACT AT PRESENT THE CIRCULATION IN SATURN S UPPER ATMOSPHERE IS ALMOST ENTIRELY UNCONSTRAINED BY OBSERVATIONS. IN ADDITION ONLY A FEW OCCULTATIONS PRIOR TO 2016 PROBED THE POLAR AURORAL REGION WHICH TURNS OUT TO BE CRITICAL TO OUR UNDERSTANDING OF BOTH THE ENERGY BALANCE AND CHEMISTRY IN SATURN S UPPER ATMOSPHERE. A GLOBAL PICTURE OF SATURN S UPPER ATMOSPHERE IS THEREFORE NECESSARY TO UNDERSTAND THE DYNAMICS CHEMISTRY AND ENERGY BALANCE THAT GOVERN IT. THIS PICTURE IS PROVIDED BY DOZENS OF NEW OCCULTATIONS THAT WERE OBSERVED IN 2016 AND 2017 COVERING LATITUDES RANGING FROM THE POLES TO THE EQUATOR AT MULTIPLE LOCAL TIMES DURING ROUGHLY THE SAME EPOCH. IN PARTICULAR MORE THAN 30 OCCULTATIONS WERE OBSERVED DURING THE CASSINI GRAND FINALE TOUR IN 2017 WITHIN A TIME PERIOD OF ONLY SIX WEEKS. THESE OCCULTATIONS PROVIDE A VITAL NEW LOOK AT GLOBAL DISTRIBUTIONS; ESSENTIALLY A SNAPSHOT OF SATURN S UPPER ATMOSPHERE. USING TECHNIQUES THAT OUR TEAM HAS DEVELOPED IN RECENT YEARS WE WILL RETRIEVE THE HYDROCARBON DENSITY PROFILES FROM ALL OF THESE OCCULTATIONS. WE WILL COMBINE THE NEW RETRIEVALS WITH TEMPERATURE AND DENSITY PROFILES FROM PREVIOUS ANALYSES TO CONSTRAIN THE STATE OF THE ATMOSPHERE IN 2016-2017 AND IDENTIFY CHANGES OVER TIME LEADING TO THIS PERIOD. WE WILL USE THE DATA TOGETHER WITH OBSERVATIONS FROM CIRS TO CONSTRAIN THE COMPOSITION AND THERMAL STRUCTURE OF SATURN S ATMOSPHERE AND INTERPRET THEM BY USING MODELS OF PHOTOCHEMISTRY AND GLOBAL CIRCULATION. THIS PROPOSAL IS DIRECTLY RESPONSIVE TO THE CASSINI DATA ANALYSIS PROGRAM FOR PDS RELEASE 54. IT UTILIZES DATA OBTAINED BY THE CASSINI MISSION THAT IS INCLUDED IN RELEASE 54 AND INCLUDES DATA ANALYSIS TASKS. THE MAJORITY OF THE OCCULTATIONS TARGETED FOR ANALYSIS IN THIS PROPOSAL WERE OBTAINED ON OR AFTER DOY 182 2017 AND ARE THEREFORE PART OF RELEASE 54. THE DATA ARE TRANSFORMATIVE AND THE PROPOSAL INCLUDES THEORY AND MODELING TASKS THAT WILL PRODUCE SIGNIFICANT SCIENCE RESULTS ON THE CHEMISTRY AND DYNAMICS IN SATURN S ATMOSPHERE.