WE PROPOSE TO INVESTIGATE THE ENERGY BUDGET AND HEATING PROCESSES IN CMES AS THEY EXPAND FROM THE SOLAR SURFACE TO A FEW SOLAR RADII. WE HAVE SHOWN THAT THE ERUPTING GAS IS STRONGLY HEATED AS SEEN DRAMATICALLY WHEN PROMINENCE MATERIAL CHANGES FROM ABSORPTION TO EMISSION AS THE STRUCTURE RISES. THE INTEGRATED HEATING CAN BE COMPARABLE TO THE KINETIC ENERGY OF THE CME WHICH IN TURN IS COMPARABLE TO THE ENERGY EMITTED BY THE FLARE. IN SOME CASES THAT HEAT IS QUICKLY RADIATED AWAY AND THE GAS REMAINS COOL WHILE IN OTHERS THE GAS REACHES CORONAL OR FLARE TEMPERATURES. THAT HEATING HAS ONLY BEEN INVESTIGATED IN A HANDFUL OF EVENTS THUS FAR. UV SPECTRA FROM SOHO/UVCS COMBINED WITH TIME-DEPENDENT IONIZATION CALCULATIONS CONSTRAINED THE HEAT REQUIRED TO MATCH THE TEMPERATURE AND IONIZATION STATE. HINODE/EIS EUV SPECTRA DETERMINED THE RADIATIVE LOSSES WHICH DOMINATE OVER ADIABATIC EXPANSION AT HIGH DENSITIES. AND IONIZATION STATES MEASURED WITH ACE/SWICS WERE COMBINED WITH TIME-DEPENDENT IONIZATION CALCULATIONS TO SHOW THAT THE CONTINUED HEATING MUST BE COMPARABLE TO THE CME KINETIC ENERGY. POSSIBLE HEATING MECHANISMS INCLUDE HYDRODYNAMIC SHOCKS HEATING BY MHD WAVES AND THERMAL CONDUCTION BUT EACH HAS BEEN SHOWN TO BE INADEQUATE IN AT LEAST ONE CASE. THEREFORE THE THERMAL ENERGY PROBABLY COMES FROM THE MAGNETIC FREE ENERGY OF THE ERUPTING STRUCTURE. INDEED AN EXPANDING COMPLEX MAGNETIC STRUCTURE MUST DISSIPATE MAGNETIC ENERGY IN ORDER TO CONSERVE MAGNETIC HELICITY BUT THE PARTITION OF ENERGY AMONG KINETIC ENERGY THERMAL ENERGY AND ENERGETIC PARTICLES IS NOT KNOWN. MOREOVER IT IS NOT EVEN KNOWN WHETHER THE MAGNETIC ENERGY DISSIPATION THAT DOMINATES CME HEATING OCCURS IN THE CURRENT SHEET OR IN DISTRIBUTED REGIONS OF MHD TURBULENCE. WE PROPOSE TO USE UVCS AIA LASCO AND ACE/ULYSSES DATA TO DETERMINE THE HEATING RATES IN THE EXPANDING GAS. WE WILL EMPLOY METHODS WE HAVE PREVIOUSLY USED BUT WITH IMPORTANT EXTENSIONS. WE DO NOT EXPECT TO HAVE ALL THESE DATA SETS AND METHODS FOR ANY ONE EVENT BUT WILL USE THE DIFFERENT DATA SETS TO CONSTRUCT AN OVERALL PICTURE OF THE RELATIVE CONTRIBUTIONS TO THE ENERGY BUDGET. FOR THE EMPIRICAL STUDY WE WILL USE AIA DATA IN BOTH EMISSION AND ABSORPTION TO DETERMINE RADIATIVE LOSSES AND WE WILL INCLUDE THE AIA 304 CHANNEL. LASCO DATA WILL BE USED FOR THE MASS AND KINETIC ENERGY ESTIMATES WITH SEPARATE TREATMENT OF THE CORE AND LEADING EDGE. TIME-DEPENDENT IONIZATION INCLUDING PHOTOIONIZATION WILL BE USED FOR UVCS USING EVENTS WHERE BLOBS OF GAS ARE OBSERVED AT MULTIPLE HEIGHTS SO THAT THE EXPANSION AND ADIABATIC COOLING ARE ACCURATELY KNOWN AND USING LYMAN LINE RATIOS TO INFER DENSITIES. TIME-DEPENDENT IONIZATION WILL ALSO BE USED TO ANALYZE THE IONIZATION STATES MEASURED BY SWICS INSTRUMENTS ON ACE AND ULYSSES. WE EXPECT TO STUDY A FEW EVENTS IN DETAIL AND A LARGER NUMBER IN A MORE GENERAL WAY. IN ADDITION WE WILL PERFORM COMPLEMENTARY THEORETICAL STUDIES BASED ON OUR 3D MHD SIMULATIONS. FIRST WE WILL DETERMINE HOW MUCH OF THE MAGNETIC FREE ENERGY RESIDES IN THE CME CORE AND HOW MUCH IN THE 'LEADING EDGE' AND 'VOID' REGIONS AND SECOND WE HAVE IMPLEMENTED AN IN-LINE CALCULATION OF TIME-DEPENDENT IONIZATION IN A 3D MHD CODE AND WILL USE IT TO COMPUTE EUV LINE EMISSION AND THE IONIZATION STATE WHERE IT FREEZES IN. THIS PROPOSAL IS DIRECTLY RELEVANT TO TWO NASA SCIENCE GOALS; 1) DETERMINE THE ORIGINS OF THE SUN'S ACTIVITY AND PREDICT VARIATIONS IN THE SPACE ENVIRONMENT AND 4) DISCOVER AND CHARACTERIZE FUNDAMENTAL PROCESSES THAT OCCUR BOTH WITHIN THE HELIOSPHERE AND THROUGHOUT THE UNIVERSE. THE ENERGY BUDGET OF CMES IS ESSENTIAL TO A REAL UNDERSTANDING OF SOLAR ERUPTIONS AND TO PREDICTING THEIR EFFECTS IN INTERPLANETARY SPACE. THE CONVERSION OF MAGNETIC FREE ENERGY INTO THERMAL ENERGY IS A FUNDAMENTAL PROCESS OCCURS THROUGHOUT THE UNIVERSE.