This Small Business Innovation Research (SBIR) Phase I project will result in an innovative, technologically advanced, imaging system-with the potential of counting of individual photons. The imaging system will be a compact avalanche-gain, charge-coupled device, and digital camera. The innovation will offer high photo-response from the deep ultraviolet to the near infrared in very Low Light Level, as well as photonic light conditions. In addition, the Photon Counting Camera will present solid-state reliability without typical intensifier imaging tube limitations, such as, image burn-in and blooming. A possible research, military, law enforcement, or "home land security" application for the Photon Counting Camera will be "black-on-black" detection that is when faint objects are difficult to discriminate from the background. This far-reaching technology will also be beneficial for many non-military applications, such as astronomy, bio- and chemical-luminescence, microscopy, and beam imaging. Furthermore, the innovation will offer significant cost savings and enhance multi-spectral imaging performance, compared to conventional intensifier imaging systems. In short, the Photon Counting Camera will have the most impact where MHz readout speeds (real-time or TV speeds) and lowest possible noise are required.