A Deep Keck Spectral Survey of Cl0024+1654 at z=0.4

We have undertaken a Keck spectral survey of galaxies to R~24 near the central region of Cl0024+1654 at z=0.4. The spectral resolution and slits have been selected to yield kinematics such as the velocity dispersions of early-type systems and rotation curves of disks. The spectra also provide a suite of lines that yield star formation, age, and metallicity information.