THE DISTRIBUTION OF THERMAL ATOMIC OXYGEN IN THE THERMOSPHERE OF VENUS AND HOT OXYGEN IN THE CORONA ARE IMPORTANT FOR DETERMINING THE OVERALL INTERACTION OF THE SOLAR WIND WITH VENUS. WE PROPOSE AN INVESTIGATION TO QUANTIFY THEIR EFFECTS UNDER THE RANGE OF SOLAR WIND CONDITIONS AROUND VENUS BY COMBINING THREE MAJOR STATE-OF-THE-ART THREE-DIMENSIONAL NUMERICAL MODELS FOR THE THERMOSPHERE THE CORONA AND THE SOLAR-WIND INTERACTION. CO-INVESTIGATOR DR. STEPHEN BOUGHER OF THE UNIVERSITY OF MICHIGAN WILL PROVIDE HIS VENUS THERMOSPHERE GENERAL CIRCULATION MODEL (VTGCM) TO PRODUCE A SELF-CONSISTENT CALCULATION OF THE UPPER ATMOSPHERE AS WELL AS THE SOURCE AND BACKGROUND SCATTERING ATMOSPHERE FOR THE HOT OXYGEN CORONA. A REALISTIC EXOSPHERE DESCRIPTION MUST BE GLOBAL AND THREEDIMENSIONAL AND ACCOUNT FOR THE SEMI-COLLISIONAL RAREFIED CONDITIONS SPANNING THE UPPER ATMOSPHERE AND LOWER EXOSPHERE. WITH CO- INVESTIGATOR VALERIY TENISHEV OF THE UNIVERSITY OF MICHIGAN WE PROPOSE TO APPLY OUR THREE-DIMENSIONAL RAREFIED GAS-KINETIC MODEL THAT IS BASED ON OUR MARS ADAPTIVE MESH SIMULATOR (M-AMPS) MONTE CARLO MODEL THAT HAS BEEN DEVELOPED OVER THE LAST 8 YEARS FOR STUDYING THE HOT OXYGEN AND CARBON CORONAE ON MARS AND DEVELOP A VENUS VERSION. V-AMPS WILL BE USED TO PROPAGATE HOT O ATOMS PRODUCED BY THE DISSOCIATIVE RECOMBINATION OF O2+ IONS IN AND THROUGH THE THERMOSPHERE/IONOSPHERE OF VENUS DESCRIBED BY VTGCM. FINALLY THE THERMAL O AND THE IONOSPHERE INNER BOUNDARY DETERMINED BY THE VTGCM WILL BE COMBINED WITH THE THREE-DIMENSIONAL HOT OXYGEN CORONA DISTRIBUTION DETERMINED BY V-AMPS FOR VARIOUS CASES OF SOLAR ACTIVITY AND USED TO PROVIDE THE SPATIAL DISTRIBUTION OF PICKUP ION SOURCES FOR A THREE-DIMENSIONAL MAGNETOHYDRODYNAMIC (MHD) CALCULATION BY CO-INVESTIGATOR YINGJUAN MA OF UCLA USING THE BATSRUS CODE.