This Small Business Innovation Research (SBIR) Phase I project will develop a Two-Photon Resonant Holography (TPRH) imaging technique capable of recording time-resolved number densities of atomic or molecular species. Resonant holography and the innovative application of two-photon absorption and photorefractive quantum well (PRQW) holographic devices will allow the development of high-speed systems using only low-cost, solid-state components. Phase I will develop the TPRH technique by constructing a prototype system and demonstrating its operation with a selected species. The use of two-photon absorption with resonant holography allows visible or infrared (IR) lasers to probe species with ultraviolet (UV) absorption lines. Costly UV lasers and optics can be avoided. The PRQW device enables high recording rates. These devices are capable of kiloHertz or megaHertz rates with energy requirements in the nanojoule range. Commercial applications are expected in industrial and fundamental research areas: combustion, plasmas, reacting flows, in vitro biomedical testing, supersonic mixing and reacting flows, and basic research into the nonlinear behavior of atomic or molecular electronic systems. Furthermore, TPRH may find applications in very low cost video rate systems; lightweight, low-power airborne or space-based systems; and multiple-view systems for tomographic measurements.