A lightweight mm-wave SAR/MTI sensor of small size and low power is proposed for small UAVs such as those being developed under the US Army/DARPA FCS OAV Program, or those anticipated in response to the Small Unit UAV ORD. The sensor is based on an innovative radar configuration made possible by the advanced data-adaptive motion compensation techniques developed by Imaging Microsensors Inc. The proposed sensor offers a low-cost, all-weather, high-resolution SAR imaging and MTI capability from such a small UAV for surveillance, reconnaissance, and targeting. In a particular implementation, the resulting sensor offers 0.1 m image resolution, at a range of 10 km in clear weather (with graceful degradation in rain), and provides an MTI mode with 360 degree coverage. Approximately, the sensor of the above example weighs 4.5 kg, occupies 0.25 cubic feet, and consumes 50 W of dc power with further weight, size, and power reductions possible through design optimization. Phase I will develop the lightweight mm-wave SAR/MTI sensor concept and show its feasibility through the design of a flyable prototype. The design will be supported with detailed radar system analysis and computer simulation. In Phase II, the prototype will be built and demonstrated through a flight test. The proposed lightweight SAR/MTI sensor provides all-weather imaging from a small UAV where tactical targets are naturally highlighted and precisely located in range and azimuth. A similar sensor onboard a low-cost UAV can be used by rescue squads in search and rescue missions under poor visibility conditions, and by law enforcement agencies for drug interdiction and patrolling the borders of the USA. Other applications include spotting disabled vehicles on long stretches of the highway and terrain mapping.