*** 9661166 Mukhanov This Small Business Innovation Research Phase I project will be to Dunlop the first semiconductor-superconductor hybrid technology time-resolved photon detection system by integrating silicon Visable Light Photon counters (VLPCs) and superconducting high-performance timing digitizers in one cryopackage. This integration will allow one to take full advantage of the VLPCs extremely fast response and superb single photon detection capability. In addition as the density of the arrays increase, the complexity, size power dissipation, and cost of traditional room-temperature time digitizing electronics may become prohibitively high. This system will offer unparalleled performance in many applications that require time-resolved single photon detection. The VLPC package will be integrated with a novel time digitizer circuit based on a 200 ps time resolution superconducting time-to-digital converter (TDC). to provide the required sensitivity for the VLPC output signal, the TDC will use a special low-noise SQUID amplifier integrated on the small chip. Locating the amplifier with digitizer inside the crystostat of the VLPC (the VLPCs operate at 6-10K) eliminates the bandwidth limitations of low heat loss cables that would otherwise be required to bring the VLPC's analog signal to room temperature electronics. The development of a compact low-cost all digital TDC integrated with Visible Light Photon Counters is expected to benefit particle detectors that require a Time-of-Flight detector subsystem The proposed device will significantly extend the performance capabilities of particle detector systems. The developed technology will also improve the performance of fluorescence/phosphorescence lifetime measurement systems, military emitter direction finding and commercial modulation domain instrumentation. ***