For aerodynamic and hydrodynamic vehicles, it is highly desirable to reduce drag and noise levels. A reduction in drag leads to fuel savings. In particular for submersible vehicles, a decrease in noise levels inhibits detection. A suggested means to obtain these reduction goals is by delaying the transition from laminar to turbulent o w in external boundary layers. For hydrodynamic applications, a passive device which shows promise for transition delays is the compliant coating. In previous studies with a simple mechanical model representing the compliant w all, coatings were found that provided transition delays as predicted from the semi-empirical e n method. Those studies were concerned with the linear stage of transition where the instability of concern is referred to as the primary instability. F or the at-plate boundary layer, the Tollmien-Schlichting TS wave is the primary instability. In one of those studies, it was shown that three-dimensional 3-D primary instabilities, or oblique waves, could dominate transition over the coatings considered. From the primary instability, the stretching and tilting of vorticity i n t h e shear ow leads to a secondary instability mechanism. This has been theoretical described by Herbert based on Floquet theory. In the present study, Herbert's theory is used to predict the development of secondary instabilities over isotropic and non-isotropic compliant w alls. Since oblique waves may be dominant o v er compliant w alls, a secondary theory extention is made to allow for these 3-D primary instabilities. The e ect of variations in primary amplitude, spanwise wavenumber, and Reynolds number on the secondary instabilities are examined. As in the rigid wall case, over compliant w alls the subharmonic mode of secondary instability dominates for low-amplitude primary disturbances. Both isotropic and non-isotropic compliant w alls lead to reduced secondary growth rates compared to the rigid wall results. For high frequencies, the non-isotropic wall suppresses the ampli cation of the secondary instabilities, while instabilities over the isotropic wall may grow with an explosive rate similar to the rigid wall results. For the more important l o w er frequencies, both isotropic and non-isotropic compliant w alls suppress the ampli cation of secondary instabilities compared to the rigid wall results. The twofold major discovery and demonstration of the present i n v estigation are: 1 the use of passive devices, such as compliant w alls, can lead to signi cant reductions in the secondary instability growth rates and ampli cation; 2 suppressing the primary growth rates and subsequent ampli cation enable delays in the growth of the explosive secondary instability mechanism.