The pC02 of the surface Ocean is controlled by a combination of physical, chemical, and biological processes. Modeling surface ocean pC02 is analogous to modeling sea surface temperature (SST), in that sea surface pC02 is affected by fluxes across the air-sea interface and by exchange with deeper water. However, pC02 is also affected by chemical and biological processes which have no analog in SST. Seawater pC02 is buffered by pH equilibrium reactions between the species C02, HCO3-, and CO3' . This effect provides an effective reservoir for C02 in seawater that is 10 times larger than it would be for an unbuffered gas. The equilibrium between dissolved and atmospheric C02 is sensitive to temperature, tending to higher pC02 in warmer water.Biological export of carbon as sinking particles maintains a gradient of pC02, with lower values near the surface (this processes is called the "biological pump"). In most of the ocean, biological activity removes all of the available nutrients from the surface water; that is, the rate of carbon export in these locations is limited by the rate of nutrient supply to the euphotic zone. However, in much of the high-latitude oceans, primary production does not deplete the euphotic zone of nutrients, a fact to which the atmospheric pC02 is extraordinarily sensitive.Understanding the limits to phytoplankton growth in the high latitudes, and how these limits might change under different climatic regimes, is essential to prediction of future Ocean uptake of fossil fuel c 0 2 .Because many of the processes controlling sea surface pC02 are driven by mixing in the upper ocean, fluctuations in the depth of the mixed layer are of primary importance to modeling sea surface pC02. The depth of the mixed layer can be predicted using a numerical model of the upper ocean. Fluxes of heat, momentum, and dissolved gases provide the boundary conditions for such a model. A major limitation on the precision of calculated heat fluxes is the effect of clouds on the atmospheric radiative heat fluxes.Three families of mixed layer models have been developed, and although the physical mechanisms by which mixing occurs differ among the model groups, all are successful at predicting the observed Ocean mixed layer depth. The "integrated turbulent kinetic energy" (TKE) models construct a budget for surface Ocean TKE, using the wind stress as source and dissipation as sink for TKE. Eixcess kinetic energy is converted to potential energy by mixing denser water up into the surface mixed layer. The "shear instability" models maintain profiles of current velocity resulting from the wind stress;when the current shear becomes too large relative to density stratification, the model mixes (entrains) deep water into the surface layer. "Turbulence closure" models are the most general and the most complicated of the three: types, and are based on laboratory studies of fluid turbulence. This paper explores behavioral distinctions between the three types of models, and summarizes previously published comparisons of th...