TSE is a rapid technique routinely used for T2 and FLAIR imaging. Three-Dimensional TSE with variable flip angles provides high scan efficiency, high SNR, and contiguous slice coverage. In this project we develop a 3D spiral TSE sequence employing a spiral-in/out readout for efficient acquisition but without the drawbacks associated with conventional spiral-out TSE. The variable flip angle schedule is adapted for long echo space to reduce waste in acquisition time. A concomitant phase compensation technique is incorporated to minimize the violation of the CPMG condition. Preliminary results demonstrate the feasibility of the proposed technique.