Abstract : Modeling, simulation, and integrated guidance-control of a kinetic warhead utilizing moving- mass actuators are discussed. Moving masses can be used in any speed range both in the atmosphere as well as outside it, as long as there is a force, either aerodynamic or propulsive, acting on the vehicle. Since they are contained entirely within the airframe geometric envelope, and because no mass expulsion is involved, moving-mass actuation technique offers significant advantages over conventional aerodynamic control surfaces and reaction control systems. The present research developed a high fidelity, nine degree-of-freedom simulation model of a kinetic warhead with three moving-mass actuators. This simulation model is used for actuator sizing and in the development of flight control systems. A software package for performing numerical feedback linearization technique is employed for the design of nonlinear flight control systems. Interception of non-maneuvering and weaving targets in both atmospheric and exo-atmospheric conditions are demonstrated.