THE MODERN TECHNOLOGIES AND INFRASTRUCTURE ARE HIGHLY VULNERABLE TO SPACE WEATHER EVENTS WHICH ARE PRIMARILY DRIVEN BY SOLAR ACTIVITY. CONSISTING OF CHARGED PARTICLES EMITTED BY THE SUN THE SOLAR WIND CARRIES THE SUN'S ENERGY AND MAGNETIC FIELD OUTWARD AND INTERACTS WITH THE EARTH'S MAGNETOSPHERE. THEREFORE MODELING THE PROPAGATION OF THE SOLAR WIND (INCLUDING TRANSIENT STRUCTURES) IN THE INNER HELIOSPHERE BETWEEN THE SUN AND THE EARTH IS A SIGNIFICANT COMPONENT OF SPACE WEATHER RESEARCH. THE MAIN OBJECTIVE OF THIS PROJECT IS TO IMPROVE THE QUALITY OF OUR HELIOSPHERIC SIMULATIONS AND FORECASTING ABILITIES BY BUILDING ON THE STRENGTHS OF THE WANG- SHEELEY-ARGE (WSA)-ENLIL MODEL WHICH IS CURRENTLY USED BY NOAA FOR OPERATIONAL FORECASTS OF THE SOLAR WIND AND CORONAL MASS EJECTION (CME) PROPAGATIONS TO EARTH. IN THIS STUDY WE PROPOSE TO USE MULTI-SCALE FLUID-KINETIC SIMULATION SUITE (MS-FLUKSS) WHICH IS A PACKAGE OF PHYSICS-BASED COMPUTATIONAL CODES THAT HAVE BEEN EXTENSIVELY USED FOR HELIOSPHERIC MODELING FROM JUST ABOVE THE CORONAL REGION ALL THE WAY OUT TO THE FARTHEST REACHES OF THE SOLAR INFLUENCE. GIVEN ACCURATE SOLAR WIND PARAMETERS TO DRIVE THE MODEL MS-FLUKSS IS CAPABLE OF DELIVERING REALISTIC INFORMATION ABOUT THE PHYSICAL PROPERTIES OF THE SOLAR WIND AROUND EARTH AND THROUGHOUT INTERPLANETARY SPACE. WE WILL USE A TIME-DEPENDENT THREE-DIMENSIONAL MAGNETOHYDRODYNAMICS (MHD) SOLAR WIND MODEL IN MS-FLUKSS WITH BOUNDARY CONDITIONS FROM THE WANG-SHEELEY-ARGE (WSA) CORONAL MODEL. THE BASIC IDEA TO COUPLE THE WSA CORONAL MODEL WITH A HELIOSPHERIC MHD MODEL WITH INSERTION OF CMES AS DETERMINED BY SOLAR OBSERVATIONS IS SIMILAR TO THAT OF THE EXISTING WSA-ENLIL+CONE MODEL. HOWEVER THERE ARE CLEAR DIFFERENCES IN OUR APPROACHES. INSTEAD OF USING AD HOC PRESCRIPTIONS OF DENSITY AND TEMPERATURE OF THE AMBIENT SOLAR WIND AT THE INNER BOUNDARY OF THE HELIOSPHERIC MHD MODEL AS CURRENTLY DONE BY WSAENLIL WE WILL ESTIMATE THOSE PARAMETERS FROM EMPIRICAL CORRELATIONS WITH VELOCITY BASED ON ULYSSES AND OMNI DATA. FURTHERMORE WE WILL MODEL INTERPLANETARY PROPAGATION OF CMES MORE REALISTICALLY BY RELEASING THEM INTO THE IMPROVED BACKGROUND SOLAR WIND AS FLUX ROPES INSTEAD OF OVERSIMPLIFIED BLOBS AS ASSUMED BY THE WSA-ENLIL+CONE MODEL. WE WILL EVALUATE OUR MODEL FOR CERTAIN HISTORICAL CME EVENTS FOR DIRECT COMPARISON WITH WSA-ENLIL+CONE MODEL AND WITH IN SITU MEASUREMENTS AT 1 AU.