Under a previous grant, the PI developed a very sensitive all-sky camera for imaging selected faint emissions from the night sky that reveal important processes in the upper atmosphere. This camera was developed to support the CEDAR initiative aimed at better understanding the coupling, energetics and dynamics of atmosphere retions. The CEDAR Class-I Imaging System is now a fully-operational system located on the Millstone Hill Radar/Haystack Observatory complex in Westford, MA. The image- intensified CCD imaging system will operate 15 nights/month compiling a multi-wavelength database containing a rich variety of sub-auroral ionosphere. A small effort in equatorial aeronomy using data sets obtained by other means is included. All of these studies merge optical, incoherent scatter radar and other radio and satellite observations consistent with CEDAR campaign science objectives. Fabrication of a Class-I imaging spectrograph and investigation of a new CCD detector for imaging are the major instrumentation components of the program.