The purpose of this Phase II proposal is to develop a prototype real time 3-d vision system capable of giving range, azimuth, and target identification when coupled with an optical correlator or other high speed target identification system. This system is based around Associates & Ferren's proprietary 3d vision system coupled with laser based optical correlation equipment tested under the above referenced Phase I SBIR. These combined systems show that actual real time target identification through optical correlation with accurate ranging and azimuth information is possible in natural, real world environments. Based on experiments conducted during Phase I, we plan to further develop the optical processor test bed and build an updated 3-d vision camera with increased portability that can be used in actual field environments.