DMetrix is developing a line of innovative array-microscope slide scanner instruments to generate virtual slides. Our core technology is an array of miniature objectives, each measuring less than 2 mm in diameter and 7 mm in length, slightly staggered in the array, to produce a single, seamless sweep of a microscope slide. The array microscope concept relies on imaging in parallel in order to significantly reduce the time necessary to acquire digital, high-resolution microscope-slide images. We propose here to develop an epi-fluorescence configuration of the array-microscope concept. The proposed epi-fluorescence array-microscope system will include 100 miniature microscope objectives designed and optimized for fluorescence imaging by DMetrix. This array microscope will be based on a novel "many-to-one" optics configuration that allows efficient and simultaneous illumination of the 100 miniature objectives' fields of view. The long-term goal is to create a high-throughput, highly automated fluorescence microscope. The array-microscope virtual-slide scanner will allow digitization of fluorescently labeled specimens at rates at least 10 times faster than conventional single-optical-axis optical systems. Applications of such an epi-fluorescence virtual slide scanner are to be found in molecular pathology, pharmaceutical research, case archiving, and telepathology. The high scanning speed of the proposed instrument will enable either a high throughput measured in slides/day or the acquisition of multi-layer ("z- stack") and/or multi-spectral image sets in minutes per slide