This paper discusses some of the unique aspects of a spectroscopic emission microscope now being tested in Clausthal. The instrument is designed for the direct parallel imaging of both elastic and inelastic electrons from flat surfaces. Elastic contrast modes of the familiar LEEM include large and small angle LEED, mirror microscopy, backscatter diffraction contrast (for imaging of surface structure), and phase contrast (for imaging of step dynamics)(1). Inelastic modes include topology sensitive secondary, and work function sensitive photoemission. Most important, the new instrument will also allow analytical imaging using characteristic Auger or soft X-ray emissions. The basic instrument has been described by Bauer and Telieps (2). This configuration has been redesigned to include an airlock, and a LaB6 gun, triple condensor lens, magnetic objective lens, a double focussing separator field, an imaging energy analyzer, and a real time image processor.Fig. 1 shows the new configuration. The basic beam voltage supply Vo = 20 KV, upon which separate supplies for the gun Vg, specimen Vs, lens electrode Vf, and analyzer bias Vb float. The incident energy at the sample can be varied from Vs = 0-1 KV for elastic imaging, or from Vg + Vs = (3 + Vs) KV for inelastic imaging. The image energy window Vs±V/2 may be varied without readjusting either the illumation, or imaging/analyzer optics. The diagram shows conjugate diffraction and image planes. The apertures defining incoming Humiliation and outgoing image angles are placed below the separator magnet to allow for their independent optimization. The instrument can illuminate and image 0.5-100 μm fields at 0-1 keV emission energies with an energy window down to 0.2 eV.