An analysis of the three-dimensional instability of two-dimensional vi
scoelastic elliptical flows is presented, extending the inviscid analy
sis of Bayly (1986) to include both viscous and elastic effects. The p
roblem is governed by three parameters: E, a geometric parameter relat
ed to the ellipticity; Re, a wavenumber-based Reynolds number; and De,
the Deborah number based on the period of the base flow. New modes an
d mechanisms of instability are discovered. The flow is generally susc
eptible to instabilities in the form of propagating plane waves with a
rotating wavevector, the tip of which traces an ellipse of the same e
ccentricity as the flow, but with the major and minor axes interchange
d. Whereas a necessary condition for purely inertial instability is th
at the wavevector has a non-vanishing component along the vortex axis,
the viscoelastic modes of instability are most prominent when their w
avevectors do vanish along this axis. Our analytical and numerical res
ults delineate the region of parameter space of (E, Re, De) for which
the new instability exists. A simple model oscillator equation of the
Mathieu type is developed and shown to embody the essential qualitativ
e and quantitative features of the secular viscoelastic instability. T
he cause of the instability is a buckling of the 'compressed' polymers
as they are perturbed transversely during a particular phase of the p
assage of the rotating plane wave.