Optical design and engineering of the electro-optical (E-0) system used for automatic tracking and laser designating targets from high-performance aircraft require consideration of many aspects of the total system; for example, large look-back capability, maximum aperture, accurate boresight, and high transmission. First and second generation E-0 pods have been designed and manufactured using a multifunction objective lens that combines apertures for a dual field of view (FOV)/dual wavelength camera system, laser designator, laser ranger, and laser spot tracker. A diffraction-limited telephoto objective lens with an FOV capability of 1, 1.5, and 6 degrees is the heart of the optical system. The design provides good image quality while meet-ing the needs of the laser functions and allowing ease of maintenance through modular construction. The engineering of the optical bed for mounting the components in the pod in a dynamic environment required detailed analysis, using both optical deflection tolerances and structural characteristics. A mathematical model of the optical bed provided a means for determining stiffness requirements to meet the needs of imagery and boresight. The silicon target vidicon sensor allows a unique capability for automatic, in-flight boresight.