A series of photochemical modeling experiments, using the LIRAQ model applied to the San Francisco Bay Area, was performed to investigate: (1) model sensitivity to the spatial resolution of the gridded emissions, (2) the impact of future HC and NO controls on the future Bay Area NO2 levels, and (3) the future impact of Bay Area HC and NO reductions on O3 in adjacent downwind valleys. The emission resolution experiments consisted of three simulations wherein emissions were smoothed over (1) 5 x 5 km areas, (2) 10 x 10 km areas, and (3) distributed according to population. Changing from 5 km to 10 km resolution changed the O3 maximum concentration by up to 10%. When emissions were distributed proportional to population substantial changes occurred in the timing and magnitude of the O3 maxima. The short-term NO2 experiments consisted of simulating O3 and NO2 fields under meteorological conditions favoring high NO2 buildups. Sensitivity runs were made which suggest that HC control is the most effective strategy for both O3 and NO2. The long range transport experiments consisted of modifying LIRAQ to simulate an expanded 160 x 160 km region that included portions of the Sacramento and San Joaquin Valleys as a 'receptor' region. The results showed that for the prototype day used, downwind O3 was more strongly influenced by initial and boundary conditions than by Bay Area emissions changes.