Conical shell theory and a supersonic potential flow aerodynamic theory are used to study the nonlinear pressure buckling and aeroelastic limit cycle behavior of the thermal protection system for NASA's Hypersonic Inflatable Aerodynamic Decelerator. The structural model of the thermal protection system consists of an orthotropic conical shell of the Donnell type, resting on several circumferential elastic supports. Classical Piston Theory is used initially for the aerodynamic pressure, but was found to be insufficient at low supersonic Mach numbers. Transform methods are applied to the convected wave equation for potential flow, and a time-dependent aerodynamic pressure correction factor is obtained. The Lagrangian of the shell system is formulated in terms of the generalized coordinates for all displacements and the Rayleigh-Ritz method is used to derive the governing differential-algebraic equations of motion. Aeroelastic limit cycle oscillations and buckling deformations are calculated in the time domain using a Runge-Kutta method in MATLAB.Three conical shell geometries were considered in the present analysis: a 3-meter diameter 70 • cone, a 3.7-meter 70 • cone, and a 6-meter diameter 70 • cone. The 6-meter configuration was loaded statically and the results were compared with an experimental load test of a 6-meter HIAD. Though agreement between theoretical and experimental strains was poor, the circumferential wrinkling phenomena observed during the experiments was captured by the theory and axial deformations were qualitatively similar in shape. With Piston Theory aerodynamics, the nonlinear flutter dynamic pressures of the 3meter configuration were in agreement with the values calculated using linear theory, and the limit cycle amplitudes were generally on the order of the shell thickness. The effect of axial tension was studied for this configuration, and increasing tension was found to decrease the limit cycle amplitudes when the circumferential elastic supports were neglected, but resulted in more complex behavior when the supports were included. The nominal flutter dynamic pressure of the 3.7-meter configuration was significantly lower than that of the 3-meter, and it was found that two sets of natural modes coalesce to flutter modes near the same dynamic pressure. This resulted in a significant drop in the limit cycle frequencies at higher dynamic pressures, where the flutter mode with the lower frequency becomes more critical. Pre-buckling pressure loads and the aerodynamic pressure correction factor were studied for all geometries, and these effects resulted in significantly lower flutter boundaries compared with Piston Theory alone. The maximum dynamic pressure predicted by aerodynamic simulations of a proposed 3.7-meter HIAD vehicle was still lower than any of the calculated flutter dynamic pressures, suggesting that aeroelastic effects for this vehicle are of little concern.