The MODEL III variational data assimilation model is the third of four general assimilation models designed to blend weather data measured from space based platforms in the meteorological data mainstream in a way that maximizes the information content of the satellite data. Because there are many different observation locations and there are many instruments with different measurement error characteristics, it is also necessary to require that the blending be done to maximize the information content of the data and simultaneously to retain a dynamically consistent and reasonably accurate description of the state of the atmosphere. This is ideally a variational problem for which the data receive relative weights that are inversely proportional to measurement error and are adjusted to satisfy a set of dynamical equations that govern atmospheric processes. The advantage of MODEL III over the previous two models is that radiance, the atmospheric variable measured by satellite, becomes a dependent variable. In the previous versions, mean layer temperatures that had been retrieved from the radiances by some method, were included in the assimilation by substituting them in place of the rawinsonde temperatures. Now both rawinsonde temperatures and satellite radiances are included independently in the assimilation.