CLOUDS ARE A CRITICAL PART OF WEATHER AND CLIMATE PREDICTION. UNCERTAINTIES IN CLOUD PROCESSES DOMINATE THE WATER CYCLE AND THE FORMATION OF PRECIPITATION AND EXTREME WEATHER EVENTS. POTENTIAL CHANGES TO CLOUDS IN RESPONSE TO CLIMATE FORCING (CLOUD FEEDBACKS) ARE ALSO THE LARGEST UNCERTAINTY IN OUR UNDERSTANDING OF THE FUTURE EVOLUTION OF THE CLIMATE SYSTEM. WE PROPOSE TO IMPROVE THE REPRESENTATIONS OF CLOUDS AND CLOUD SYSTEMS IN EARTH SYSTEM MODELS (ESMS) FOR BOTH WEATHER AND CLIMATE SCALES. IN PARTICULAR WE WILL FOCUS ON THE REPRESENTATION OF CLOUD MICROPHYSICS IN BOTH DEEP CONVECTIVE CLOUDS CRITICAL FOR THE WATER CYCLE AND LOWER SHALLOW CONVECTIVE CLOUDS THAT ARE IMPORTANT TO CLIMATE SENSITIVITY. THE GOAL IS A SEAMLESS TREATMENT OF CLOUD MICROPHYSICS THAT CAN WORK FOR BOTH WEATHER AND CLIMATE AND INTEGRATE WITH DIFFERENT TURBULENCE SCHEMES FOR DIFFERENT TYPES OF CLOUDS. WE WILL DO THIS JOINTLY IN THE NASA GODDARD EARTH OBSERVATION SYSTEM (GEOS) AND NCAR COMMUNITY EARTH SYSTEM MODEL (CESM). THE GOAL IS A UNIFIED TREATMENT OF CLOUD MICROPHYSICS THAT WILL WORK WITH NON-HYDROSTATIC MODELS DOWN TO CLOUD PERMITTING SCALES. WE WILL BRING TO BEAR ADVANCED EVALUATION TOOLS AND METHODS TO CHARACTERIZE UNCERTAINTY AND PERFORM EVALUATION AGAINST NASA SATELLITE AND SUB-ORBITAL SETS AND WE WILL DELIVER MODEL CODE AND EVALUATION TOOLS TO THE COMMUNITY IN TWO ESMS.