This Small Business Innovation Research Phase I project is for development of a passive multispectral imaging system for remote assessment of pelagic fish and marine mammal stocks. The conservation, management, and rational utilization of fisheries is becoming an urgent and increasingly challenging problem. Currently, assessment of pelagic fish stocks are conducted through human visual observations from aircraft to locate schools of fish, determine their species and estimate their biomass. These methods are too imprecise and inadequate due to variability in observer's bias, perceptions and interpretations, and lack an objective permanent record that can be subjected to quantitative analysis. This proposal addresses the need for novel instrumentation and methods to acquire accurate quantitative data on pelagic fish stocks and habitat resources. The objective of the Phase I project is to build a breadboard prototype of the remote imaging spectrometer and to evaluate it for its ability to remotely detect and identify selected species in the laboratory (marine seaquarium).