This program has the goal of using uncooled IR based sensor systems to provide real-time tracking of multiple objects in three dimensions. The goal includes operability in cluttered and realistic scene situations that are critical to military and surveillance applications. These goals are addressed by a novel approach to passive range determination that makes optimal use of the information carried by the optical wavefronts. The performance target for ranging is 1 meter resolution at a distance of 1000 meters from a single measurement. Precision range measurments with will be coupled with advanced tracking algorithms to provide real-time 3D scene interpretation. Because of the simplicity of the optical design and sophistication of available computer hardware, the complete system can have a form factor compatible with man-portable, or covert surveillance applications. Phase I program includes 1) model optical performance from accurate diffraction limited optical computer models, 2) develop software for coupling range information with motion detection and image tracking, 3) develop a detailed infrared system testing plan and 4) perform experiments verifying the fundamental range measurement method. A proposed Phase I Option program is aimed at incorporating wavefront coding into the 2D motion analysis system segment for advanced depth of field performance