The Phase II project proposed here will result in a Holographic Beam Shaper (HBS) that can be used to enhance the usable power of high energy cw or pulsed lasers. The beam shaper will be usable from the visible to near infrared (0.4 - 1.5 u). In particular, this device will increase, by more than 50%, the brightness of pulsed YAG amplifiers ( 1.064 u) as well as frequency doubled pulsed YAG amplifiers (0.532 u).To accommodate the high power levels, we will make large surface area holograms and encase them in a Cassegrian telescope system; thus, the beam will be expanded, pass through a large hologram where it will be shaped, and then be reduced to the desired size. This system will reduce irradiation levels to well below the damage threshold determined in Phase I. The HBS will be of widespread use in the world of optics, by virtue of its ability to create complex spatial patterns. Areas of applications include optical signal processing, optical computing, optical modulation, dye laser amplification using YAG lasers, non-linear optics, and instrumentation based on atom interferometry.