We have designed a new photo-emission/low-energy electron microscope (PEEM/LEEM) for surface studies in ultra-high vacuum (UHV). While following the general design concepts developed by Bauer and Telieps, significant innovations are made to enhance the resolution and capabilities of the instrument: a piezoelectrically driven sample stage, a magnetic cathode objective lens, an in-vacuum deflection magnet, and a double-gap, in-vacuum projector lens. Particular attention was paid to integrating the electron-optical requirements and constraints with the stringent vacuum requirements. At the time of writing this paper, construction of the microscope is nearly completed. © 1991.