This is a proposal to develop improvements in confocal microscopy in three areas: 1) Solid-state photon detectors to increase system quantum efficiency (compared to the photomultiplier tube), especially in the red and near-infrared. 2) The incorporation of an additional, full-time, operationally-transparent, detector chain for light backscattered by the specimen. 3) The development of a practical system of automatic optimal beam shaping so that the size of the focussed spot is always appropriate for the size of the voxels sampled (referred to the specimen). To insure that these developments are made available to general user groups as soon as possible, it is proposed that this prototype research take the form of a cooperative effort between the PI and Bio-Rad Inc., a major American manufacturer of confocal equipment which has distinguished itself by its responsiveness to input from interested and competent users. Specifically, the support is sought to pay for partial salary, travel and laboratory expenses for research to be carried out at the University of Cambridge and the Bio-Rad development laboratory in England by the PI while on sabbatical from the Integrated Microscopical Resource. Some funds will also be used during the six months preceding the sabbatical for acquiring necessary equipment in the US.