SIMULATIONS of MAGNETOPAUSE FLUCTUATIONS ABSTRACT: The magnetopause often exhibits large scale surface wave activity both in observational data and in global simulation results. Many of these waves are observed to be directly driven by solar wind disturbances. Here we report on waves seen in global MHD simulations of the Earth's magnetosphere which are not directly driven. These oscillations first become apparent a few Re away from the subsolar point and grow as they move tailward at less than the magnetosheath flow speed. The waves exhibit vortices in the plasma flow. At the terminator the vortices can be a few Re in diameter. In the examples shown, the period of these fluctuations is approximately 5 min. A possible explanation for this behavior is the Kelvin-Helmholtz instability. We will discuss this and other possible interpretations. The simulation results are directly compared with Geotail observations.