This dissertation presents the results of a study of the dynamic behavior of two aircraft that are flying in formation while one of them (the receiver) is being refueled by the other (the tanker) in mid-flight. The current procedure for aerial refueling requires that the receiver aircraft fly below, behind, and in relatively close proximity of the tanker for refueling to be possible. This means that the receiver aircraft is subjected to the full impact of the tanker wake turbulence; and this can clearly have a major impact on the motion of the receiver craft. Another important fact about aerial refueling is that large quantity of fuel is transferred from one vehicle to the other in a relatively short time. The resulting change in mass and the attendant change in aircraft inertia properties can also affect the dynamics of the aircraft system during fuel transfer. The principal goal of this project is to investigate the importance of this latter effect. This work accomplishes two main objectives. First, it shows how mass variation can be effectively factored into an analytical study of in-flight refueling; and it does this while keeping the analyses involved manageable. In addition, a numerical study of the equations of motion is utilized to extract useful information on how mass variation and some changes in receiver aircraft parameters can affect the motion of the receiver relative to the tanker. Results obtained indicate that mass variation due to fuel transfer compounds the difficulties created by tanker wake turbulence. In order to keep the receiver aircraft at a fixed position relative to the tanker during aerial refueling, appreciable adjustments must be made to the receiver's angle of attack, throttle setting and elevator deflection. A larger refueling rate demands even larger adjustments. Changes in certain other parameters related to aerial refueling can also amplify the effects of mass variation on the receiver motion, or influence the system's dynamics in other ways.