In this paper, an adaptive, output feedback control design methodology is presented for a spacecraft formation flying (SFF) system, A Lagrangian derivation of the SFF model is considered to produce position dynamics for follower spacecraft #n relative to follower spacecraft #(n - 1), where n is an arbitrary positive integer, assuming that the leader spacecraft in the formation follows a no-thrust, natural, elliptical orbit. Next. a control law is designed to provide a filtered velocity measurement and a desired adaptive compensation With semi-global, asymptotic, relative position tracking. To show the efficacy of the control algorithm, all desired trajectories are generated online by numerically solving the unperturbed nonlinear SFF dynamics With initial conditions satisfying a no-thrust, natural orbit constraint equation. The proposed control law is simulated for the case of two and three spacecraft and is shown to yield semi-global, asymptotic tracking of the relative position in addition to the convergence of disturbance parameter estimates. Copyright (C) 2002 John Wiley Sons, Ltd.