We propose to continue our investigation of the upper atmosphere of Neptune based primarily on the solar occultation measurements made by the Voyager Ultraviolet Spectrometer (UVS). The ultimate goal of this research is to understand the structure and composition of Neptune's upper atmosphere as encoded in the data base obtained by the UVS during the Voyager 2 encounter with Neptune. The UVS occultations provide information essential to studies of atmospheric composition and structure, energy balance, photochemistry, global transport, ionospheric structure, and airglow production mechanisms. In conjunction with other research in progress at the University of Arizona and by our colleagues at other institutions, we not only analyze and interpret individual measurements or observations by the UVS, but also construct models of the upper atmosphere which are consistent with all available data obtained by the UVS. We derive constraints from measurements of the atmospheric emissions and we combine these with constraints derived from the occultation measurements. Principal sources for the atmospheric emissions include dayglow, resonance scattering and, at long wavelengths, the reflected solar spectrum. On the dark side of the planet, a weak H Ly alpha emission is due to resonance scattering of the sky background and perhaps another source. Thus a wide range of physical processes are at work, and each provides its own constraints on the atmosphere.