The Solar Wind Electron Proton Alpha Monitor (SWEPAM) experiment provides the bulk solar wind observations for the Advanced Composition Explorer (ACE). These observations provide the context for elemental and isotopic composition measurements made on ACE as well as allowing the direct examination of numerous solar wind phenomena such as coronal mass ejections, interplanetary shocks, and solar wind fine structure, with advanced, 3-D plasma instrumentation. They also provide an ideal data set for both heliospheric and magnetospheric multi-spacecraft studies where they can be used in conjunction with other, simultaneous observations from spacecraft such as Ulysses. The SWEPAM observations are made simultaneously with independent electron and ion instruments. In order to save costs for the ACE project, we recycled the flight spares from the joint NASA/ESA Ulysses mission. Both instruments have undergone selective refurbishment as well as modernization and modifications required to meet the ACE mission and spacecraft accommodation requirements. Both incorporate electrostatic analyzers whose fan-shaped fields of view sweep out all pertinent look directions as the spacecraft spins. Enhancements in the SWEPAM instruments from their original forms as Ulysses spare instruments include (1) a factor of 16 increase in the accumulation interval (and hence sensitivity) for high energy, halo electrons; (2) halving of the effective ion-detecting CEM spacing from ̃5° on Ulysses to ̃2.5° for ACE; and (3) the inclusion of a 20° conical swath of enhanced sensitivity coverage in order to measure suprathermal ions outside of the solar wind beam. New control electronics and programming provide for 64-s resolution of the full electron and ion distribution functions and cull out a subset of these observations for continuous real-time telemetry for space weather purposes.