Dr. William van Altena, at the Yale Southern Observatory, Inc., will initiate a program to use the Southern Proper Motion (SPM) Survey to investigate the thick disk and halo of the Milky Way. The goal for this research is to produce interim catalogs of proper motions, while collection and reduction of data that will form the second epoch for the SPM continues. The SPM program will provide absolute proper motions and broadband photometry for approximately 100 million stars in the southern sky. The recently completed DENIS and 2MASS surveys provide infrared photometry for essentially all of the SPM stars. Through ongoing efforts to collect spectra of stars in the halo and thick disk, and a collaboration with the Radial Velocity Experiment (RAVE) in Australia, about 15 million of the SPM stars will have determinations of radial velocities and chemical abundances. The PI will establish an Internet-accessible database for use by the astronomical community. It will contain the 100 million SPM absolute proper motions, as well as photometry, spectroscopy, and radial velocities for stars in common with the SPM. This database will provide the "raw material" for numerous research programs.