Ground-based astronomical imaging is limited by the poor seeing conditions that result from atmospheric turbulence in the viewing path. Large telescopes require active correction for these effects to obtain the maximum resolving power inherent in their aperture size. Traditional adaptive optical systems are costly and limited in the number of elements that can be implemented. This research will examine a new approach to active wavefront correction for astronomy. Under a Phase I SBIR award a compact system operating in real time will be investigated. It is all optical in design, eliminating substantial amounts of electronic processing to reduce cost, increase speed, and allow expansion to many active elements. Successful development of this technology could also benefit optical testing and laser communications.