This project applies NSF funds to upgrading the ARL-SEMQ six spectrometer electron microprobe in the Department of Marine, Earth and Atmospheric Sciences at North Carolina State University. The microprobe upgrade will modernize and broaden the capabilities of students and faculty for research and teaching endeavors that use digital imaging and quantitative analyses in mineralogy, in the petrology of igneous, metamorphic and sedimentary rocks, terrestrial sediment and invertebrate paleontology. These include investigations of basaltic lavas and xenoliths within, mantle xenoliths, North Carolina granitoid rocks and low-to-high grade contact and regional metamorphic rocks, terrestrial sediment and marine phosphate studies and trace-element "mapping" in dinosaur bones. The Upgrade will bring the microprobe up to state-of-the-art analytical capability by adding (i) the capacity to do backscattered electron and x-ray imaging of geologic material with advanced software for imaging functions, by (ii) applying a Windows-based software for the microprobe operation, and (iii) by implementing a Pentium-processor computer to accommodate all imaging and operational softwares. The upgraded NCSU microprobe lab will enable students and faculty to continue publishing research in major journals and to teach and train modern analytical instrument techniques to undergraduate and graduate students. Broader impacts of this project include that students and faculty from neighboring universities will have access to the upgraded instrument, some of which are minority-based schools (NC Central University; Robeson Community College) and women's colleges (Meredith; Peace). NCSU supports this instrument upgrading by matching NSF funding with $18,500, or about 30% of the total costs for all purchases, installation and user training.