diff --git a/README.txt b/README.txt
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--- a/README.txt
+++ b/README.txt
@@ -1 +1,58 @@
-See http://wiki.wxpython.org/ProjectPhoenix for details about this project.
\ No newline at end of file
+Project Phoenix
+---------------
+
+See http://wiki.wxpython.org/ProjectPhoenix for information and goals
+about this project.
+
+
+Directory structure
+-------------------
+
+There are a lot of subfolders in this directory, here is a brief
+explanation to help a newbie find their way around.
+
+ * buildtools  	    This is a Python package containing modules that
+                    are used from setup.py and which assist with
+                    configuring and running the build.
+
+ * etg              This is where the Extractor-Tweaker-Generator
+                    scripts are stored (see the ProjectPhoenix link
+                    above.)  These scripts are invoked by the build
+                    and they will read the XML files produced by
+                    Doxygen and will produce interface definition
+                    files for SIP (or perhaps for other backend
+                    generators in the future.)
+
+ * etgtools         This Python package contains modules which assist
+                    with the parsing of the XML files, tweaking the
+                    collection of objects produced by the parser, and
+                    also the backend generation of code or
+                    documentation.
+
+ * sip/gen          The code (.sip and .py files) produced by the ETG
+                    scripts is placed in this folder.
+
+ * sip/cpp          The code produced when running SIP is put in this
+                    folder.  It will be C++ source and header files,
+                    and also some extra files with information about
+                    the source files produced so the build knows what
+                    files to compile.
+
+ * sip/siplib       This is a copy of the SIP runtime library.  We
+                    have our own copy so it can be included with the
+                    wxPython build as an extension module with a
+                    unique name (wx.siplib) and to not require a
+                    runtime dependency on SIP being installed on the
+                    target system.  3rd party extensions that want to
+                    integrate with wxPython should ensure that the
+                    sip.h they #include is the one in this folder.
+
+ * src              This folder is for any other source code (SIP, C++,
+                    Python, or anything else) that is edited by hand
+                    instead of being generated by some tool.
+
+ * wx               This is the top of the wxPython package.  For an
+                    in-place buld the extension modules and any
+                    associated files will be put into this folder.
+                    Subfolders contain pure-python subpackages of the
+                    wx package, such as wx.lib, etc.