  We show that faint red stars do not contribute significantly to the mass
budget of the Galaxy or to microlensing statistics. Our results are obtained by
analyzing two long exposures of a high-latitude field taken with the Wide Field
Camera on the newly repaired {\it Hubble Space Telescope}. Stars are easily
distinguished from galaxies essentially to the limiting magnitudes of the
images. We find five stars with $2.0<V-I<3.0$ and $I<25.3$ and no stars with
$V-I>3.0$. Therefore, main-sequence stars with $M_I>10$ that are above the
hydrogen-burning limit in the dark halo or the spheroid contribute $<6%$ of the
unseen matter. Faint red disk stars, M-dwarfs, contribute at most $ 15%$ to the
mass of the disk. We parameterize the faint end of the cumulative distribution
of stars, $\Phi$, as a function of luminosity $L_V$, $d\Phi/d \ln L_V \propto
L_V^{-\gamma}$. For spheroid stars, $\gamma<0.32$ over the range $6<M_V<17$,
with 98% confidence. The disk luminosity function falls, $\gamma<0$, for
$15\lsim M_V\lsim 19$. Faint red stars in the disk or thick disk, and stars
with $M_V<16$ in the spheroid contribute $\tau< 10^{-8}$ to the optical depth
to microlensing toward the Large Magellanic Cloud.
