The results of the Phase I study showed the feasibility of fabricating carbon-carbon composites using high thermal conductivity fibers. Thermal conductivity values of up to 400 W/m.K in the composites were achieved along with excellent mechanical properties. The specific thermal conductivity of these composites was significantly higher than metal and organic matrix composites of similar architecture. The research in Phase II will be aimed at maximizing the in-plane thermal conductivity and to control the in-plane thermal expansivity of the carbon-carbon composites. High modulus pitch fibers will be used as reinforcements in pitch/PyC matrices. Mesophase pitch liquid crystals will be elongated parallel to the "2" direction of 2D high thermal conductivity preforms to enhance the "2" direction thermal conductivity and mechanical properties. Metal carbide particles will be added to the matrices to increase and control the in-plane thermal expansivity. The composites will be processed to promote a high degree of crystallinity, high thermal conductivity and good mechanical properties. The composites will be characterized by SEM and light microscopy and by measuring physical, thermal, electrical and mechanical properties. A system component such as a SEM E thermal plane will be fabricated and tested during the latter part of the program.