This paper describes a recently completed electrooptical camera flying onboard the NASA ER-2 high altitude aircraft. The device includes a six-position filter wheel which can be fitted with a combination of polarizing and/or spectral filters. An alternate configuration will include a polarizing filter which can be rotated to any angle under computer control. The camera mount in the nose of the ER-2 can tilt forward or aft up to 40 degrees, both for bidirectional reflectance studies and for image motion compensation (the aircraft moves 34 meters between frame acquisitions). The ground resolution is nominally 5 meters from and altitude of 20 km. Spectral responsivity is that of the silicon imaging array (Kodak KAF-1400). Initial data sets were acquired in support of the International Satellite Cloud Climatology Program Regional Experiment of November, 1991, and will be used to study cirrus cloud properties.