This proposal involves the study of atmospheric airglow and noctilucent clouds (ANLCs) with a wide field imager from the NCAR Electra aircraft for the ALOHA/ANLC-93 campaign. The imager will provide correlative data to the campaign which includes lidar, radar, and spectroscopic information from the Upper Mesosphere- Lower Thermosphere region. The basic campaign objectives are to locate and study the geophysical conditions associated with ANLCs, gravity wave dynamics, and sporadic Na layers. In addition to providing an observational contribution to these team goals, a specific study of the horizontal attributes of gravity waves resolved from these data will be performed and compared to an existing data set which was taken over a 7 month period in 1991-92 at Bear Lake, UT with the same instrument that is proposed here. Lockheed has developed and successfully demonstrated in several ground based campaigns, a sensitive, bare CCD imager capable of measuring OH, O2, Na, and OI nightglows with high signal to noise ratios. In particular, OH imaging using broad band techniques (7500-9300 ), have produced >50:1 S:N with 60 s exposures using .35o pixels ( .5 km resolution overhead) with all- sky optics. With this sensitivity, airglow intensity amplitudes on the order of a few percent have been observed. The array is a 1024 X 1024 (15.4mm X 15.4mm) which is 4x larger than the commercially available arrays used in aeronomical studies to date. The system uses commercial electronics (including a computer) which are rugged and stable for the aircraft environment. Coordination has been made with NCAR to install an all-sky dome on the aircraft to accommodate the all-sky field. Aircraft pitch and roll stability have been investigated to suggest that, for typical flight conditions, angular resolutions of .5o over 30 seconds can be achieved. The wide field camera will be used to (1) document irregularities in the OH airglow layer which are caused by atmospheric gravity waves and tides affecting the layer for flight segments where the Solar Elevation Angle (SEA)<-10o (which is the condition for most flight paths for the campaign); (2) image solar scattered illumination of noctilucent clouds where -6o