Presented in this paper is an adaptive, model based, fueling control system for spark ignition-internal combustion engines. Since the fueling control system is model based, the engine maps currently used in engine fueling control are eliminated. This proposed fueling control system is modular and can therefore accommodate changes in the engine sensor set such as replacing the mass-air flow sensor with a manifold air pressure sensor. The fueling algorithm can operate with either a switching type O2 sensor or a linear O2 sensor. The fueling control system is also parceled into steady state fueling compensation and transient fueling compensation. This feature provides the distinction between fueling control adaptation for transient fueling and steady state fueling. The steady state feedforward controller is comprised of two nonlinear models. These models are adapted via a recursive least squares method to accommodate product variability, engine aging, and changes in the operating environment. The transient fueling compensation also utilizes a feedforward controller that captures the essential dynamic characteristics of the transient fueling operation. This controller is measured using a frequency domain system identification approach. This proposed fueling control system is demonstrated on a Ford 4.6L V-8 fuel injected engine.