In September/October 1992 an instrumented DC-8 aircraft was employed to study the composition and chemistry of the atmosphere over the southern tropical Atlantic Ocean. Analysis of measurements, which included tracers of biomass combustion and industrial emissions, showed that this atmosphere was highly influenced by biomass burning emissions from the South American and African continents. Marine boundary layer was generally capped off by a subsidence inversion and its composition to a large degree was determined by slow entrainment from aloft. Insoluble species (such as PAN, NO, hydrocarbons, CO) were enhanced throughout the troposphere. Soluble species (such as HNO3, HCOOH, H2O2) were minimally elevated in the upper troposphere in part due to scavenging during cloud (wet) convection. Ozone mixing ratios throughout the South Atlantic basin were enhanced by ≈20 ppb. These enhancements were larger in the eastern South Atlantic (African emissions) compared to the western South Atlantic (South American emissions). In much of the troposphere, total reactive nitrogen (NOy) correlated well with tracers of biomass combustion (e.g., CH3Cl, CO). Although NOx (NO+NO2) correlated reasonably with these tracers in the lower (0--3 km) and middle troposphere (3--7 km), these relationships deteriorated in the upper troposphere (7--12 km). Stratospheric intrusions were found to be a minor source of upper tropospheric NOx or HNO3. Sizable nonsurface sources of NOx (e.g., lightning) as well as secondary formation from the NOy reservoir species (such as HNO3, PAN, and organic nitrates) must be invoked to explain the NOx abundance present in the upper troposphere. It is found that HNO3, PAN, and NOx were able to account for most of the NOy in the middle troposphere (3--7 km); but a significant shortfall was present in the upper troposphere (7--12). This shortfall was also most pronounced in air masses with low HNO3. The reasons for the upper tropospheric reactive nitrogen shortfall is probably due to instrumental uncertainties and the presence of unidentified organic and inorganic nitrogen species. ¿ American Geophysical Union 1996