A model is presented that describes the excitation of density perturbations
and parallel electric fields by standing shear Alfven waves on dipole fiel
ds in Earth's magnetosphere. The model includes the effects of electron ine
rtia and gyro-kinetic dispersion, accounting for field-aligned variations o
f the electron and ion temperatures and the ambient plasma density. In a mo
del dipole magnetosphere, it is found that dispersion and nonlinearity dete
rmine the depth, spatial structure, and temporal evolution of large-amplitu
de density fluctuations near to the polar ionospheres. The characteristics
of magnetospheric density cavities and their relationship to auroral lumino
sity, or field-aligned currents, is discussed in the context of recent sate
llite and ground based observations.