Applied Science Innovations (ASI) proposes development of the Cloud and Aerosol Measurement and Imaging System (CAMIS) for small aerial platforms, such as ScanEagle or other unmanned aerial systems, balloons or kites to measure and classify the size, phase and habits of the related water or ice particles. The measurements and characterizations of cloud and aerosol particle properties, their evolution and interactions are important for understanding fundamental changes and processes in atmosphere and for modeling climate projections with improved confidence and reduced uncertainties. In order to fully understand aerosol and cloud lifecycles, their interactions, and their impact on the radiation budget, measurements of aerosol and cloud particles under different atmospheric conditions are required. Most of available measurement tools are manned-aircraft or ground based. They cannot be used for atmospheric measurements in conditions that are too dangerous or cost-prohibitive. Also, their heavy weight and high power consumption limit their operation on small aerial platforms, including unmanned aerial systems, tethered balloons, and kites, which are gaining increased use in the scientific, civil, and defense arenas. Sophisticated miniaturized observing capabilities for important aerosol, cloud, and associated meteorological state variables are unavailable for deployment on small aerial platforms. The proposed development will produce a lightweight, low-power optical tool for cloud droplet/drizzle measurements in the 101000 micron size range, which will also acquire high?resolution cloud particle images capable of distinguishing size and habit of ice particles as well as droplets in mixed?phase clouds. Our tool will be a microscopic digital camera, operating on an unmanned aerial system such as ScanEagle or Integrator class, in an Arctic environment. 3D microscopic images of water droplets and ice particles will be captured and automatically processed in real time. Aggregate results droplet and particle size, shape, optical properties distributions, and selected sample raw images will be stored and transmitted to a ground terminal. Compared to existing tools such as LIDARs measuring back-scattered light from clouds, the size and shape of cloud particles will be acquired directly, with no model assumptions. In fact CAMIS measurements will verify and improve existing models. To avoid shattering, the system will image water and ice particles in free flight, making no mechanical contact with the proposed instrument. This minimally invasive operation will significantly increase the accuracy of size and shape measurement of the cloud particles. Applications of the CAMIS instrument are envisioned in atmospheric science, climate studies, weather monitoring, certification of aircraft in freezing drizzle, measurements in wet wind tunnels, in monitoring industrial sprays, and in snow making. Additional applications are envisioned in industrial pollution monitoring, biomedical imaging, and industrial inspection. The CAMIS instrument will benefit climate studies and modeling of interactions of clouds and aerosols with the Earth, to improve climate simulations and projections. The compact and lightweight instrument package will work on small aerial platforms, such as UAS, tethered balloons, or kites, which is impossible with existing systems.