****************************************************** PR # 42060 GX301-2 is an X-ray pulsar in a binary system with WRA 977. In a 1994 ASCA-BATSE observation Pravdo et al. discovered a periodic near-apastron flare accompanying the known pre-periastron flare. They suggested that a circumstellar disk around WRA 977 can account for the periodic flares and the spin-up seen since 1984, by supplying matter for the flares and angular momentum for the spin-up. We will observe the flare spectra and look for evidence of the disk from measurements of the low-energy absorption and the iron line and edge energies. We will also measure phase-resolved spectra to search for changes between the flare and quiescent spectra. Finally we will make further pulse period measurements to search for mini-spin-ups correlated with the flares. ******************************************************