We are requesting five Hayabusa-returned silicate (+/-sulfide or metal) dust grains for analysis of sub-nanometer-scale composition and Fe oxidation state using energy dispersive spectroscopy (EDS) and electron energy-loss spectroscopy (EELS) in an aberration-corrected scanning transmission electron microscope (ac-STEM). Space-weathered materials such as those returned from the surface of asteroid 25143 Itokawa exhibit a wide range of complex nanometer-scale features, such as nanophase iron metal particles (npFe0), that contribute to the over-all alteration and changes in optical and spectral characteristics. PRISM, a Nion 60-200kV UltraSTEM equipped with a Bruker SSD-EDS and Gatan Enfinium ER spectrometer in the lab of Dr. Rhonda Stroud at NRL, is ideally suited for analysis of these particles. We will examine space weathering features on FIB-prepared specimens, looking specifically at nano-scale composition variations, rim composition and texture, and Fe oxidation state variations within and around nanophase metal, oxide and sulfide particles. Our comprehensive analysis of the grains will expand the set of samples being analyzed with the latest advanced techniques and further our understanding of space weathering on asteroids.