This project will lead to the development of a technique for measuring the composition of the neutral atmosphere. A high resolution spectrometer will be used to measure optical emissions produced by atmospheric species. By combining these measurements with theoretical models, it is possible to determine neutral densities and temperatures and a scaling factor for the solar extreme ultraviolet flux. The spectrometer will measure emissions between 560 and 740 nanometers. The instrument will provide the first measurements from the ground of several important emissions produced in the mesosphere and thermosphere.