The goal for this project is to set up a honeypot virtual machine to research and analyze various attacks. We have installed Microsoft Windows in a virtual machine using VMware and plan to install intrusion detection systems like Snort and Tripwire, the filemon file monitor, the regmon registry monitor, and other monitoring utilities. With this virtual machine appliance, we hope to have a well-documented and easy-to-use "malware analyzer" that reports on the degree of malicious intent of a given piece of software. We have been reading work from a Masters thesis on the honeypot topic for more ideas. We are collecting links and are documenting the creation of the honeypot so that it is easier for others to follow. We have also looked into joining the Honeynet Research Alliance.