For this Phase II SBIR, Princeton Lightwave Inc. (PLI) is proposing to demonstrate disruptive single photon counting performance characteristics of Geiger-mode avalanche photodiode (GmAPD) cameras by making dramatic improvements to existing commercial short wave infrared GmAPD focal plane arrays. These cameras provide high-performance three-dimensional imaging capability for intelligence, surveillance, and reconnaissance systems as well as real-time acquisition and tracking of objects moving at high velocities. The design concepts to be implemented in this development will provide order-of-magnitude improvement in dark count rate, crosstalk, and radiation tolerance over our current state-of-the-art commercial FPAs. To accelerate the deployment of these dramatic performance improvements, our Phase II effort will also be devoted to a complete redesign of the GmAPD FPA and camera to achieve size and weight reductions on the order of 5X 10X, along with reduction of power dissipation by as much as 2X. This development will yield GmAPD sensors with unprecedentedly low size, weight, and power (SWaP), and the reliability of this miniaturized platform will be confirmed through extensive environmental testing. Approved for Public Release 15-MDA-8169 (20 March 15)