The ZONA Technology/Duke University team proposes a challenging set of tasks to be accomplished in two years time that builds upon the very substantial progress already made in Phase I. Specifically, the 2D, Euler Equations CFD model (developed in Phase I) that uses a harmonic balance solution technique will be extended to include the effects of viscosity (Navier-Stokes equations) and multiple structural modes. In parallel the 3D, Euler Equations CFD time linearized model (also developed in Phase I) which already includes multiple structural modes and uses a POD/ROM solution method will be extended to now include full dynamic nonlinear effects using a harmonic balance solution; and then further extended to include the effects of multi-bodies (e.g. wings plus tip missiles and stores). With each new advance in modeling and solution technique, flutter and LCO analysis and prediction will be made and the results compared to existing data for 2D flow over airfoils and 3D flow over wings and wing/stores. The culminating prediction and analysis will be for the F-16 and F/A-18 aircraft. Based upon the very encouraging results of Phase I using the POD/ROM and Harmonic Balance solution techniques and in comparison with benchmarking calculations using a state-of-the-art time marching 3D flow solver (CFL3D), we anticipate that the computer models to be developed in Phase II (like their Phase I predecessors) will enjoy a very substantial computational efficiency advantage over other existing unsteady CFD models. Typical computer time reductions are expected to be a least two orders of magnitude for LCO calculations and even more for flutter boundary analysis per se.