This corrected third printing retains the authors'main emphasis on ordinary differential equations. It is most appropriate for upper level undergraduate and graduate students in the fields of mathematics, engineering, and applied mathematics, as well as the life sciences, physics and economics. The authors have taken the view that a differential equations theory defines functions; the object of the theory is to understand the behaviour of these functions. The tools the authors use include qualitative and numerical methods besides the traditional analytic methods, and the companion software, MacMath, is designed to bring these notions to life.