A three-dimensional nacelle acoustics code that accounts for uniform mean flow and variable surface impedance liners is developed. The code is linked to a commercial version of the NASA-developed General Purpose Solver (for solution of linear systems of equations) in order to obtain the capability to study high frequency waves that may require millions of grid points for resolution. Detailed, single-processor statistics for the performance of the solver in rigid and soft-wall ducts are presented. Over the range of frequencies of current interest in nacelle liner research, noise attenuation levels predicted from the code were in excellent agreement with those predicted from mode theory. The equation solver is memory efficient, requiring only a small fraction of the memory available on modern computers. As an application, the code is combined with an optimization algorithm and used to reduce the impedance spectrum of a ceramic liner. The primary problem with using the code to perform optimization studies at frequencies above I1kHz is the excessive CPU time (a major portion of which is matrix assembly). The research recommends that research be directed toward development of a rapid sparse assembler and exploitation of the multiprocessor capability of the solver to further reduce CPU time.