The fundamental problem known as clutter exists in nearly all ultrasound imaging and detection applications and cannot be eliminated by conventional noise reduction techniques such as time averaging or filtering. However, a non-linear minimization algorithm utilizing a frequency decorrelation technique, which achieves significant clutter suppression in one-dimensional ultrasonic applications, was recently developed. The objectives of this research effort are to develop a two-dimensional ultrasonic imaging system utilizing non-linear clutter rejection concepts; to develop and refine the theory for the two-dimensional minimization algorithm and split-spectrum processing; and to experimentally verify the theory and evaluate the imaging system in both clinical and materials applications. Since improved imaging in clutter has significant ramifications in both materials and medical imaging, the successful completion of this research can have significant impact on the solution of a fundamental problem in ultrasonic imaging.