This paper describes the derivation of a new set of nonlinear, 6{DOF equations of motion of a receiver aircraft undergoing an aerial refueling, including the efiect of timevarying mass and inertia properties associated with the fuel transfer and the tanker’s vortex induced wind efiect. Since the Center of Mass (CM) of the receiver is time{varying during the fuel transfer, the equations are written in a reference frame whose origin is at the CM of the receiver before fuel transfer begins and stays flxed at that position even though the CM is moving during the refueling. Due to the fact that aerial refueling simulation and control deal with the position and orientation of the receiver relative to the tanker, the equations of motion are derived in terms of the translational and rotational position and velocity with respect to the tanker. Further, the derivation of the equations takes into account the momentum transfer into the receiver due to the fuel transfer. The receiver aircraft before fuel transfer is treated as a rigid body made up of ‘n’ particles. The dynamic efiects due to fuel transfer are modeled by considering the mass change to be conflned to a flnite number of lumped masses, which would normally represent the fuel tanks on the receiver aircraft. Once the refueling begins, by using the design parameters such as the shape, size and location of the individual fuel tanks and the rate of fuel ∞owing into each of them, the mass and location of the individual lumped masses are calculated and fed into the equations of motion as exogenous inputs. The new receiver equations of motion are implemented in an integrated simulation environment with a feedback controller for receiver station-keeping as well as the full set of nonlinear, 6{DOF equations of motion of the tanker aircraft and a feedback controller to ∞y the tanker on a U-turn maneuver.