SSRL has embarked on the SPEAR 3 upgrade project that will replace the present SPEAR storage ring magnet lattice, vacuum chamber, RF system, and ancillary accelerator components in 2002. SPEAR 3 will have an 18 nm-rad emittance, reduced from 160 nm-rad, and will support a 500 mA beam current at 3 GeV, increased from 100 mA. Beam lines will see one to two orders of magnitude increase in beam focused flux density and brightness after they have been upgraded for the higher beam power. The ring conversion will take place in a 6-month shutdown period to minimize the impact on the SSRL user program. The SPEAR 3 accelerator design and beam properties are reviewed.