************************************************************************* 52045 We propose to observe 4U1700-37 simultaneously with ASCA, HST, and XTE at 2 binary phase intervals (in and out of eclipse). The X-ray spectrum is soft with numerous lines during eclipse and hard and non-thermal outside eclipse; several UV P Cygni profiles show changes with orbital phase and possibly X-ray intensity. The X-ray flux is dominated by flaring activity (likely representing inhomogeneities in the wind) involving intensity increases by factors of 10-100 on timescales (1000s) not as yet resolved in the ultraviolet. We will examine the UV emission on timescales that fully resolve the X-ray variability. This will enable us to analyze the density structure and composition of the wind and test models for X-ray/UV line emission in wind-fed accretion systems. *************************************************************************