The object of this research project is to show the feasibility of an advanced concept, video imaging microscope whose features include real-time, three- color video images, instantaneous zoom, very low illumination power, selective contrast enhancement, and highly linear densitometry. Data resolution matched the diffraction limit of the optics over a wide range of magnification. Low cost, direct viewing models would be useful for routine clinical applications and multi-user observation of cell smears or sections in pathology, hematopathlogy, and cytology. Such a system could be the ideal vehicle for the creation of video teaching databases of pathological abnormalities, and provide the critical link between optical microscopy and the rapidly expanding area of video image display, storage, processing, and teleconferencing. Expanded feature models with automated stages, automatic focusing, and computerized image processing facilities would be useful for the development of automated cell analysis in pathology, hematology , cytology, and many other disciplines.