This Small Business Innovation Research (SBIR) Phase I project will demonstrate the feasibility of a high resolution 3D imaging system, based on a new technology that allows simultaneous 3D coordinate measurement and high resolution imagery using the same off-the-shelf CCD or CMOS sensor. Although stereoscopic 3D images and movies have existed since for over 100 years in varying degrees of quality, only recently have technologies been developed that are able capture accurate 3D coordinates of points on surfaces, objects, and structures. Accuracies for single points to less than 1 mm have been achieved, but such systems produce no images and must assemble a collection of single 3D points over time, with significant errors and no motion permitted. This project will demonstrate a high resolution 3D camera that produces real-time 3D imagery and video with sub-mm accuracies at each pixel. The Phase I effort will verify the predicted performance of key components and measure the range resolution using a simplified optical system. Phase II will then construct a 3D camera prototype and demonstrate the promised performance. The broader impact/commercial potential of this project is that many industries, from aerospace to industrial surveying to movie and game special effects, have a need to record and measure objects and scenes in three dimensions. Current technology used to capture the 3D coordinates of objects and surfaces is slow, difficult to use, and either can only be used on static objects or requires special suits and sound stages with very low resolution. In spite of the difficulty and associated high cost, the value of 3D data is such that its use is growing in many sectors. This project will demonstrate a high resolution 3D camera with the ability to simultaneously acquire 3D data and imagery 100X faster with higher accuracies and simplified operation, which could dramatically reduce the cost of 3D data. While this makes a large impact on the current markets, the capability to have high resolution images of moving objects with 3D coordinate measurements at each pixel enables a large number of new markets such as 3D biometrics, security, cost-effective digital heritage preservation, real-time measurement of 3D trajectories, robotic vision, etc. This is a disruptive technology for 3D data acquisition with tremendous broader potential