WE PROPOSE TO USE COINCIDENT OBSERVATIONS AS WELL AS BACK-FORWARD TRAJECTORIES TO VALIDATE SAGE-III/ISS SOLAR AND LUNAR OCCULTATION PROFILES OF AEROSOLS OZONE NITROGEN DIOXIDE AND WATER VAPOR AGAINST NON-COINCIDENT OBSERVATIONS OF THESE TRACE SPECIES FROM SATELLITE PLATFORMS SUCH AS MLS OSIRIS CALIPSO AND OMPS LP BALLOONSONDE NETWORKS (SHADOZ WOUDC AND NDACC OZONE AEROSOL AND WATER VAPOR) AND OTHER AVAILABLE AIR AND GROUND-BASED MEASUREMENT SYSTEMS. OUR APPROACH IS A VARIANT OF THE TECHNIQUE DESCRIBED IN SCHOEBERL ET AL. [2015] WHICH HAS BEEN USED TO VALIDATE ATTREX AND POSIDON DATA AGAINST MLS RETRIEVALS. A CHEMISTRY MODEL WHICH INCLUDES DIURNAL CHANGES IN PRODUCTION AND LOSS WILL BE USED TO RECONCILE OZONE NO2 AND WATER VAPOR MEASUREMENTS TAKEN BY SAGE III AT SUNRISE AND SUNSET AND DURING LUNAR OCCULTATIONS WE WILL THEN EXPLOIT THE ~1 KM RESOLUTION OF THE VALIDATED SAGE-III OBSERVATIONS TO CHARACTERIZE OF THE STRUCTURE AND SEASONAL VARIABILITY OF OZONE AEROSOLS AND WATER VAPOR IN THE UPPER TROPOSPHERE AND LOWER-TO-MIDDLE STRATOSPHERE.