The SAGE III is the fourth generation of solar occultation instruments designed to measure aerosols and trace gas species in the stratosphere and upper troposphere. It will be launched aboard a Meteor-3M platform in the summer of 1999 and the International Space Station Alpha in 2001. SAGE III preserves the robust characteristics of the SAGE series, including self-calibration and high vertical resolution, and adds new capabilities including a lunar occultation mode. This paper will describe the SAGE III instrument and outline its potential contribution to global change research.