A focal plane polarimeter will be constructed for use at CEBAF by the Rutgers and W&M groups. In conjunction with a magnetic spectrometer, this device will determine the polarization state of protons and other hadrons produced in electron scattering and photon induced knockout reactions. The detector consists of a second scattering target (analyzer) plus tracking chambers before and after the analyzer. Measurement of the polarization, extracted from the second scatter angular distribution, will be used to measure the proton form factor, perform critical tests of models of the nucleon, of nuclear structure, and of reaction mechanisms involved in electron scattering. Wire chamber arrays, analyzer, support structure, and associated fast electronic signal processors will be developed.