An accurate, non-contact system is proposed for automated 3D measuring and modeling of aircraft, aircraft parts, and associated equipment, especially stores (bombs, additional fuel tanks, etc.). It will replace currently-used systems that require extensive operator involvement in both measuring and modeling. The proposed system has two components: an existing state-of-the-art measuring system and a chosen state-of-the-art modeling system. The proposed research is aimed at optimizing, customizing, and integrating these two components into a fully automated, highly accurate, non-contact measuring and modeling system. The measuring component is a high-power projector system with innovative hardware and software, emerging as the most successful in target-free digital photogrammetry. It shows superior automation, accuracy, and reliability in many industrial applications, such as measurement and processing for antennas, automobiles, and aircraft. The modeling component, to be selected in Phase I from several advanced software packages, will transform 3D point clouds generated by the measuring system into useful 3D models, such as polygons and NURBS surfaces. Automation and faithful representation of measured surfaces will be crucial in this process. Research performed in Phase I will focus on further software automation, optimization, and customization, and on seamless data transfer between the two components.The proposed non-contact, automated measuring and modeling system is anticipated to have a substantial market in aerospace, automotive, nuclear-power, and other industries, as well as in the military and in federal government agencies. Many tasks in manufacturing demand high accuracy and automation, which makes the system attractive, e.g., for reverse engineering, inspection of tools and parts, precision alignment, and deformation monitoring. Deformation-analysis capabilities can benefit agencies concerned with transportation safety and accident investigation, or with ruggedness of military hardware tested after a simulated explosion. The proposed system can be of significant value to quality control in antenna manufacturing, by virtue of innovative software allowing the shape of an antenna to be instantly analyzed and compared to design.