This proposal calls for the development of a, "Femtosecond X- ray Source for Probing Structural Dynamics of Materials on an Atomic Scale". The scientific objective of this proposal is to develop a prototype tunable ultrafast x-ray source generating 200 fs pulses with 106 photons per second in the 1A wavelength regime. This new instrument will enable one to directly probe the structure of materials on an atomic spatial dimension with ultrafast time resolution. The ability to directly observe the movement of atoms associated with phase transitions, coherent vibrational motion, chemical reactions, and surface phenomena, will provide a fundamental new understanding of the mechanisms which drive these processes.