A high-performance image processing system has been developed to provide 2-D image acquisition for a variety of optical applications. The system is built around two high- performance visible-light charged coupled device (CCD) arrays. The arrays and associated circuitry were designed to operate at high frame rates, with an optical power dynamic range of over 30 dB. The 16-port, 512 X 512 pixel array is designed to operate at over 800 frames per second; the 32-port, 1024 X 1024 pixel array, at over 300 frames per second. The system has two main units: a stand-alone high-performance camera array module (HPCAM) and a VME-based image capture and display system (ICADS). HPCAM contains a CCD array and associated drive and control electronics. ICADS consists of an analog multiplexer, digitizer, digital frame buffer-integrator, main central processing unit board with user and Ethernet interfaces, graphics driver, and high-resolution monitor. The CCD arrays used in this work are designed for use in optical processing systems. This system provides a method for capturing and displaying CCD array output data, giving the researcher a method to analyze and develop CCD array and optical processing systems.