APOGEE is a large-scale, NIR, high-resolution (R 20,000) spectroscopic survey of Galactic stars, and is one of the four experiments in the SDSS-III suite. APOGEE will provide, by orders of magnitude, the largest uniform database of chemical abundances, spectroscopic parallaxes and kinematics for Galactic stars across the bulge, disk, and halo. The survey will be conducted with a dedicated, 300-fiber, cryogenic, spectrograph operating in the H-band, to be built at the University of Virginia. APOGEE will use approximately half of the time on 150 bright nights each year during a three-year period to observe, at high S/N, of order 100,000 giant stars selected directly from 2MASS down to a flux limit of H 13.5. Many of the targets will be located in the inner Galaxy, towards the Galactic bulge/bar and disk, often in regions never accessed by optical observations. With its high resolution and S/N, APOGEE will determine, for a vast sample, accurate abundance patterns, spanning numerous chemical species, and precision radial velocities, with better than 0.5 km/s accuracy. Some of the scientific objectives of this survey are to (1) provide extensive chemodynamical data on the inner Galaxy (thin/thick disk, bar/bulge, low latitude halo substructure) sufficient to constrain formation/evolution models, (2) place constraints on the first stars from unbiased metallicity distribution functions of these stellar populations, (3) constrain and understand physical processes of star formation, feedback, mixing in the formation of the Galaxy, (4) survey the dynamics of the bulge and disk, and place constraints on the nature and influence of the Galactic bar and spiral arms, (5) attempt to isolate what portion of the disk and bulge come from accretion versus formation in situ.