  A proposal for a three-year program of charm and QCD physics with the CLEO
detector operating in the range of sqrt{s} = 3 - 5 GeV is presented. The CLEO-c
program will include studies of semileptonic and hadronic charm decays, as well
as searches for gluonic matter in the area of nonpertubative QCD. In addition,
spectroscopy of the Upsilon(1S), Upsilon(2S) and Upsilon(3S) resonances is
being carried out prior to the CLEO-c program.
