  We have observed the closest known large, low surface brightness (LSB)
galaxy, UGC 2302, with HST using WFPC2 and the F555W and F814W filters. UGC
2302 is a typical large LSB galaxy, and thus represents a good choice for
detailed stellar population studies. Large LSBs represent an extreme star
formation environment, both locally within their disks, and on a larger scale,
often residing in underdense regions of the universe. Resolving the underlying
stellar component of such a galaxy can provide critical information on how
stars form and evolve in low metallicity, yet gas-rich environments. We resolve
for the first time the massive stars and tip of the red giant branch in such a
system.
