The ultimate goal of this project is to develop a commercial package of methodology, information, and criteria, along with documented computer programs, designing integrated intelligent panel structures to meet static aerothermoelastic deformations and flutter requirements. To accomplish this we propose to build upon the extensive experience and accomplishments of the proposed participants in Phase I. We will investigate the properties and behaviors of integrated intelligent structures consisting of advanced composite laminates, embedded shape-memory alloys (SMA) and piezoelectric laminates, and an optimal control system. Innovative concepts discussed in this proposal will be implemented and examined. Phase I activities include: (1) modeling and prediction of stability and deformations at high Mach numbers and temperatures; (2) design and analysis of optimal SMA, piezoelectric sensor and actuator configurations; (3) design and development of static and dynamic control algorithms; (4) investigation of the interactions between supersonic aerodynamics, thermal effects, dynamic control systems, intelligent material and the non-linear response of laminated composite panels; (5) examination of weight trade-off between active (piezoelectric) and passive (SMA) materials; (6) investigation of the reliability and fail-safe design. Experimental validations will be accomplished in Phase II.