This report reviews the advances in our knowledge of the earth's upper atmosphere and of its gravitational potential, obtained from the analysis of satellite orbits.Methods of evaluating air density from the contraction of a satellite orbit are summarized ; and the aerodynamic force acting on the satellites and their rotation are discussed. T h e variations in air density revealed by satellites are described, special attention being given to solar disturbances, diurnal variations and the effect of latitude. Values of density at heights between about 180 and 1500 km determined by various authors are then compared, and tentative values of air temperature in the upper atmosphere quoted.The methods used for evaluating successive terms in the earth's gravitational potential are given, and the results obtained so far are briefly outlined. Their geophysical implications are then discussed.