The upper-branch linear and nonlinear stability of compressible boundary layer flows is studied using the approach of Smith and Bodonyi (1982) for a similar incompressible problem. Both pressure gradient boundary layers and Blasius flow are considered with and without heat transfer, and the neutral eigenrelations incorporating compressibility effects are obtained explicitly. The compressible nonlinear viscous critical layer equations are derived and solved numerically and the results indicate some solutions with positive phase shift across the critical layer. Various limiting cases are investigated including the case of much larger disturbance amplitudes and this indicates the structure for the strongly nonlinear critical layer of the Benney-Bergeon (1969) type. It is also shown how a match with the inviscid neutral inflexional modes arising from the generalized inflexion point criterion, is achieved. Gajjar, J. S. B. and Cole, J. W. Glenn Research Center RTOP 505-62-21