This Small Business Innovation Research (SBIR) Phase-II project is aimed at building a working three-dimensional microscope for industrial applications. This patented optics using holography will be grafted onto a two- dimensional inspection microscope now sold into the thread spinneret manufacturing industry. This research will seek to demonstrate that the expensive holographic master used in Phase I can be inexpensively mass replicated. Optical microscopy has almost always used refractive primary objectives, and 3D versions of classical refractive microscopes exploit the methods of triangulation, confocal focus accommodation, or interferometry. Here, a new concept into the technology of optical microscopy, primary objective gratings, is introduced. We have demonstrated that if an objective grating is fabricated using holography and is then configured at grazing incidence, it can be used as 3D profilometer. The demonstration microscope will be designed with features to show that it can be sold into the electronics surface mount technology inspection industry, a larger market than spinneret inspection. This project will demonstrate the 3D capability to inspect solder paste and component insertions of sample circuit boards, and therefore will impact industrial inspection, and will provide robust field units for geology, archeology, anthropology, and paleontology. In medicine, this method has utility in endoscopy, and uses in surgery and dentistry is also foreseen. Generalized biological scientists will also be end users with the introduction of computer image processing, the availability of 3D profiles greatly expedites characterization and pattern recognition, because 3D data is immune to variations in surface shading typical of 2D image processing