This Small Business Innovation Research Phase I project will advance the state of the art in the design of optics for 360-degree real-time staring panoramic cameras. Current approaches to providing wide angle optics for cameras are based on lenses and mirrors that are limited in design by optimization methods based on traditional optics where optical field compression, in addition to residual aberration and mirror conic constants are used in optimization. This results in relatively large optics relative to digital sensor size as well as low resolution at wide angles. In this project, a theoretical framework for aberration correction in wide angle optics considering field compression as a driving constraint will be investigated, with a goal at achieving optics sizes close to the size of the digital sensors that they are designed for. This will be done by introducing field compression constraints in an existing optical design package and modifying the optimization path by introducing approaches for off axis ray aiming. It is anticipated that the Phase I work will result in a modified optics optimization package for designing ultra-wide angle compact optics for digital sensors. A concept optics design demonstrating the features of the package will be demonstrated. The broader impact/commercial potential of this project will be in broadening availability of wide angle high resolution systems for a number of defense, homeland security and commercial markets. The development of an optimization tool for compact wide angle optics with high digital resolution at extreme angles of incidence will enable future developments of tools for compact wide angle adaptively variable resolutions, opening up the space of available solutions for wide area imagery. The project seeks to determine the influence of number, shape and arrangement of key optical surfaces on size, quality and resolution, and the impact on cost and scalability. This will have a broader impact on the optical design community as it will provide a framework to develop optical systems that demonstrate optical quality without sacrificing digital resolution. Applications such as persistent wide area surveillance, vehicle 360- degree situational awareness, wide angle video conferencing and webcams will benefit from this research. The availability of ultra-wide angle high resolution camera systems has the potential to better exploit the growth path of ever smaller high resolution digital image sensors with new potential consumer applications such as cameras on televisions and inexpensive wide angle cameras for surveillance