This proposal requests funding for the acquisition of a X-ray and ultraviolet photoelectron spectrometer (XPS/UPS) for Washington University in St. Louis. The greater St. Louis metropolitan region does not have an XPS/UPS instrument within a 100 mile radius and this proposal therefore fills a critical gap in the advanced analytical needs of the region. The instrument will be housed, supported and staffed in the materials characterization area of the newly formed Institute of Materials Science and Engineering (IMSE) at Washington University. The system configuration requested is designed to facilitate a wide spectrum of research, supporting XPS/UPS needs for five regional universities and three multinational corporations in eastern Missouri and southern Illinois. The VersaProbe II will come equipped with an Al K x-ray source to help determine chemical states of surfaces a few nanometers deep. He I and II ultraviolet sources will provide information on the valence band of materials. The system will also be equipped with mapping and imaging capabilities in the XY direction and sputter capabilities which will afford depth analysis in the Z direction. A separate glove box with a portable transfer chamber will allow air or O2 sensitive samples to be prepared and delivered to the load lock of the XPS/UPS system without risking oxidation or degradation.