This report documents the development effort for the reconfiguration of the Controls-Structures Integration (CSI) Evolutionary Model (CEM) Phase-2 testbed into the CEM Phase-3 configuration. This step responds to the need to develop and test CSI technologies associated with typical planned earth science and remote sensing platforms. The primary objective of the CEM Phase-3 ground testbed is to simulate the overall on-orbit dynamic behavior of the EOS AM-1 spacecraft. Key elements of the objective include approximating the low-frequency appendage dynamic interaction of EOS AM-1, allowing for the changeout of components, and simulating the free-free on-orbit environment using an advanced suspension system. The fundamentals of appendage dynamic interaction are reviewed. A new version of the multiple scaling method is used to design the testbed to have the full-scale geometry and dynamics of the EOS AM-1 spacecraft, but at one-tenth the weight. The testbed design is discussed, along with the testing of the solar array, high gain antenna, and strut components. Analytical performance comparisons show that the CEM Phase-3 testbed simulates the EOS AM-1 spacecraft with good fidelity for the important parameters of interest. Gronet, M. J. and Davis, D. A. and Tan, M. K. Unspecified Center DYNAMIC RESPONSE; EARTH OBSERVING SYSTEM (EOS); GROUND TESTS; MODAL RESPONSE; SCALE MODELS; SPACE ENVIRONMENT SIMULATION; SPACECRAFT MODELS; TEST STANDS; LOW FREQUENCIES; SOLAR ARRAYS; SPACECRAFT ANTENNAS; STRUTS...