9314665 Tonry The objective of this project is the performance upgrade of the 2.4 meter MIT-Dartmouth-MIchigan telescope by implementation of a relatively inexpensive active optical system. The project will develop an active air-bag support for the primary mirror to control gravity induced distortion as well as existing problems with the mirror support. The new support will permit small corrections to the wavefront. A wavefront sensor will also be developed using a state-of-the-art CCD from MIT Lincoln laboratories. The bandwidth of the wavefront sensor, ~100 Hz, will permit later upgrade of the system with an adaptive mirror. In the present system it will provide the control system for 2-5 Hz image motion compensation. Working with MIT Lincoln Laboratory the project will also develop a novel CCD for image motion compensation at the focal plane. The significance of this project is its approach to a relatively low cost performance upgrade of medium size telescope. The techniques developed should be applicable to a large number of telescopes. ***