RD Instruments proposes to complete Phase II of a research project under the Small Business Innovation Research program. The proposed research will lead to the development of an Accoustic Doppler Directional Wave Spectrum measurement system. Phase I research successfully demonstrated the feasibility of using accoustic doppler techniques to measure directional wave spectra (DWS). The proposed research will focus on efforts to measure DWS from an upward_looking Accoustic Doppler Current Profiler (ADCP) with standard 4-beam Janus transducer configuration that will be mounted on a stable platform in depths of up to 100 meters.