Instruments on-board a sounding rocket were used to make simultaneous observations of atomic oxygen density and airglow emissions between 80 and 120 km. Atomic oxygen was measured with a resonance lamp and was found to have a peak density of 6¿d1011 at 94 km. Similar structure is seen in the oxygen-density profile on both uplegs and downlegs. The following emissions were measured by using vertical-viewing photometers: Herzberg I bands near 300 nm; O(1S) green line at 557.7 nm; background at 566 nm; O2(1Δg) bands at 1.27 μm; and OH (X2&pgr;) Meinel bands near 1.7 μm.