  We study the Johnson-Segalman (JS) model as a paradigm for some complex
fluids which are observed to phase separate, or ``shear-band'' in flow. We
analyze the behavior of this model in cylindrical Couette flow and demonstrate
the history dependence inherent in the local JS model. We add a simple gradient
term to the stress dynamics and demonstrate how this term breaks the degeneracy
of the local model and prescribes a much smaller (discrete, rather than
continuous) set of banded steady state solutions. We investigate some of the
effects of the curvature of Couette flow on the observable steady state
behavior and kinetics, and discuss some of the implications for metastability.
