At the Goddard Laboratory for Atmospheric Sciencs (GLAS) we have developed a physically based satellites temperature sounding retrieval system, involving the simultaneous analysis of HIRS2 an MSU sounding data, for determining atmospheric and surface conditions which are consistent with the observed radiances. In addition to determining accurate atmospheric temperature profiles even in the presence of cloud contamination, the system provides global estimates of day and night sea or land surface temperatures, snow and ice cover, the parameter related to cloud cover. The inverse radiative transfer equation approach to the multi-spectral analysis of the data, and details of its implementation, are described. Ice, snow, and cloud fields derived for January 1979 are consistent with other measures of similar parameters obtained from AVHRR and SMMR. Monthly mean sea-surface temperature fields agree with those derived from ship and buoy measurements to 0.5¿C.