To obtain high quality or multi-spectral imagery from moving airborne platforms power- ful processing techniques are employed to remove the effects of aircraft forward velocity. A dynamically moveable imaging system which compensates for aircraft motion would greatly simplify these corrective requirements, and allow post processing systems to focus on target identification rather than "cleaning up" images. Low light levels encountered in airborne reconnaissance missions typically require the use of an image intensifier which not only degrades image quality, but increases the mass of the camera system. This large mass makes it difficult or impossible to compensate for motion and platform vibration beyond a few 10's of hertz. An imaging solution is needed which combines the high optical sensitivity needed for reconnaissance with the low mass needed to perform dynamic motion correction. SMD proposes to develop a motion compensated airborne imaging system for multispectral imaging applications. The camera system utilizes a unique, high-gain CCD to achieve sensitivity over 1000 times higher than conventional CCD's, but without the need for a bulky image intensifier unit. Since the new CCD sensor element is no larger than a postage stamp, dynamic correction for aircraft forward motion and vibration can easily be accomplished through electromechanical means.