The work proposed involves a new proprietary, high throughput,acousto-optic signal processing technique which will enhance the Navy-s future warfare Capabilities in Underses Surveillance and ASW. We propose to develop an acousto-optic sonar correlator that can easily provide the equivalent of 50 GFLOPS of Doppler channel correlation search processing at low cost, small size, and low power. This new acousto-optic processor will process about 3 times more data than current acousto-optic processors, and readily outperform any projected digital signal processors for the near future by perhaps two orders of magnitude. The availability of such a signal processor will make it feasible to use wave-forms with simultaneous range and Doppler high resolution characteristics for active long range low frequency sonar,and provide improvements in ASW target detection, localization, and tracking. In Phase I we propose to demonstrate feasibility and desirability by 1) devel6ping a preliminary design of the acousto-optic correlator system, and 2) assessing the ASW system improvement s attainable. In Phase II we would focus on building hardware and developing a Proof-of-Principle testbed incorporating the new acousto-optic signal processor.