Data taken in the dusk sector of the mid-latitude thermosphere at 275--450 km by instruments on board Dynamics Explorer 2 in polar orbit are used to examine the response of the ionosphere- thermosphere system during a geomagnetic storm. The results represent the first comparison of nearly simultaneous measurements of storm distrubances in dc electric fields, zonal ion convection, zonal winds, gas composition and temperature, and electron density and temperature, at different seasons in a common local time sector. The storm commenced on Novemgber 24, 1982, during the interaction of a solar wind disturbance with the geomagnetic field while the north-south component of the interplanetary magnetic field, Bz, was northward. The storm main phase began while Bz was turning southward. Storm-induced variations in meridional dc electric fields, neutral composition, and Ne were stronger and spread farther equatorward in the winter hemisphere. Westward ion convection was intense enough to produce westward winds of 600 m s-1 via ion drag in the winter hemisphere. Frictional heating was sufficient to elevate ion temperatures above electron temperatures in both seasons and to produce large chamical losses of O+ by increasing the rate of O+ loss via ion-atom interchange. Part of the chemical loss of O+ was compensated by upward flow of O+ as the ion scale height adjusted to the increasing ion temperatures. In this storm, frictional heating was an important subauroral heat source equatorward to at least 53¿ invariant latitude. ¿American Geophysical Union 1990