A new design for an airborne, high-performance, hyperspectral imager is proposed for measurement of ocean and cloud radiances. Key components of the new design are the use of anamorphic fore-optics to increase the signal and dynamic range as compared to conventional hyperspectral imager designs, and a unique two-part (butcher-block) diffraction grating that allows the spectral response of the imager to be tailored to accommodate lower signal (and throughput) of ultraviolet and blue wavelengths (~340-450nm). These innovations enable a compact, lightweight, airborne-compatible system that has better spatial resolution, a larger dynamic range, and greater signal-to-noise ratio than conventional hyperspectral imagers of similar size and specification. Potential NASA Applications (Limit 1500 characters, approximately 150 words): The proposed technology is designed to measure ocean and cloud radiances from air- or ship-based platforms to provide complementary observations to and enable vicarious calibration of satellite based remote sensing platforms. A particular example is the Ocean Color Instrument (OCI) that is to fly on board NASAs PACE satellite. Potential Non-NASA Applications (Limit 1500 characters, approximately 150 words): The proposed technology is suitable for use in a wide range of existing applications for airborne hyperspectral imaging, including agriculture, oceanography, environmental science, land management, pipeline monitoring, search and rescue, as well as defense and security. Duration: 6