The need for Long Range Oblique Photography (LOROP) sensors similar to CA1's KS-146A has resulted in the new KS-147A LOROP camera system. This paper describes the KS-147A camera, the result of repackaging the successful KS-146A to permit installation into the nose of the Northrop RF-5E aircraft. Key features of the camera include a seven-element, 1676-mm (66-inch) focal length, f/5.6 lens; a two-axis, gyro-stabilized scan head; a passive isolation mount; closed-loop, autocollimation autofocus; and self-contained thermal system. As with the KS-146A, the KS-147A microprocessor controlled subsystems combined with high-definitionIEK 3412 and 3414 films provide the guaranteed airborne resolution (70 Ip/mm for KS-147A, 60 Ipirnm for KS-146A) required at high altitudes and long standoff distances which characterize the LOROP mission. To meet space and weight constraints, the system is divided into two major components: the camera assembly and the electronics unit. The camera assembly contains the scan head, lens, fold mirrors, autofocus drive, thermal system, roll drive, shutter, optical filter and film magazine. The electronics unit contains power supplies, microprocessor-based control electronics and servo controls for operation of the camera including its built-in test (BIT), cycle rate, exposure, focus, stabilization, roll drive and thermal control systems. External cabling interfaces the electronics unit to the aircraft, camera and remote test set. The camera assembly has mounting provisions that are compatible with theIRF-5E pallet design. The camera and pallet are installed through the bottom door of the RF-5E nose and bolted to the aircraft structure. The camera/pallet assembly is located in the main bay area of the nose structure, occupying Stations 2 through 4. The electronics unit installs in the forward nose section, occupying Station 1. The camera system's optical axis is folded 1800 through two fold mirrors placing the magazine directly over the scan head. This was required to fit within the confines of Stations 2 through 4. Details of the camera development, installation within the aircraft and performance guarantee are presented.