The primary science objective of the Planet-B mission to Mars is to study the Martian upper atmosphere-ionosphere system and its interaction with the solar wind. An improved knowledge of the Martian magnetic field (whether it is induced or intrinsic) is needed, and will be provided by Planet-B. In addition, a proper characterization of the neutral thermosphere structure is essential to place the various plasma observations in context. The Neutral Mass Spectrometer (NMS) onboard Planet-B will provide the required neutral density information over the altitude range of 150–500 km. Much can be learned in advance of Planet-B data taking as multi-dimensional thermosphere-ionosphere and MHD models are exercised to predict the Mars near-space environment that might be expected during the solar maximum conditions of Cycle 23 (1999–2001). Global model simulations of the Mars thermosphere-ionosphere system are presented and analyzed in this paper. These Mars predictions pertain to the time of Planet-B arrival in October 1999 (F10.7∼200; Ls∼220). In particular, the National Center for Atmospheric Research (NCAR) Mars Thermosphere General Circulation Model (MTGCM) is exercised to calculate thermospheric neutral densities (CO2, CO, N2, O, Ar, O2), photochemical ions (CO+2, O+2, O+ below 200 km), neutral temperatures, and 3-components winds over 70–300 km. Cases are run with and without dust loading of the lower atmosphere in order to examine the potential impacts of dust storms on the thermosphere-ionosphere structure. Significant dust-driven impacts are predicted in the lower thermosphere (100–120 km), but are less pronounced above 150 km. The ionospheric peak height changes greatly with the passage of a Mars global dust storm event. In addition, Martian dayside exobase temperatures are generally warmer during dusty periods, in accord with Mariner 9 UVS data (Stewart et al., 1972). During the Planet-B mission, the NMS team intends to use the MTGCM as a facility tool whose simulated output can be utilized to aid various investigations.