This research will develop a 64x64 on 20 m pixel pitch Laser Detection and Ranging (LADAR) system for targeting and reconnaissance capabilities.This advanced LADAR system will be integrated with an Multi Quantum Well (MQW) detector structure integrated with a linear-mode Avalanche Photodiode (APDs) structure optimized for 2.04 m operation but capable of imaging from 1.1 to 2.4 m .Studies will be completed to optimize the APD structure for radiation hardness, achieving gains in excess of 50x, and maintaining a bandwidth greater than 5 GHz to permit inflight measurements at nanosecond time intervals.Dark currents at M=1 will be less than .05 nA/pixel at -40C.The APD will be integrated with a readout integrated circuit (ROIC) and camera electronics capable of less than 0.5 ns resolution time of flight measurements and up to 500 fps frame rates with low noise detection of less than 10 photons with a signal to noise ratio (SNR) of 1.This custom focal plane array (FPA) and camera system will operate at -40C and feature small size (440 cm3), weight (1.5 kg), and power (8 W) without the laser and optics on a ground based system.Multi-Quantum Well,SWIR,APD,Ladar,Focal plane array