This paper describes a Phillips Laboratory internal design for a high sensitivity, large field of view IR acquisition camera. Currently, the acquisition of a satellite with the 1.5 meter telescope of the Starfire Optical Range typically requires a sunlit target and dark sky. However, the level of thermal radiation from such a satellite is often sufficiently high in the long wavelength IR (LWIR) to permit detection with ground based telescopes irrespective of target illumination. The drawbacks of LWIR acquisition include the high levels of thermal radiation from both the telescope and the atmosphere which pose two constraints: (1), the 'background signal' usually exceeds the target signal and must be removed on time scales over which it is relatively constant, and (2), associated with the background signal is a noise level that dominates all system noise sources. The background signal level at the detector array for our application varies between 1015 to 1016 photons sec-1 cm-2, depending on the IR bandpass used. Our optical design for the LWIR acquisition camera maps a 128x128 pixel detector array onto a two milliradian (mrad) scene. The optical design uses two aspheric lenses, one to re-image the field onto a cold field stop, and the telescope pupil onto a cryogenic chopping mirror and collocated radiation stop. The second lens re-images the field stop onto the detector array. Aberrations are designed to be better than diffraction limited over the entire two mrad field of view. The end product of the acquisition system is a video display of the IR scene, with the background signal removed. A user then positions mouse-driven cross hairs over a target in the scene. The resulting position and time update is used to revise the target ephemeris, and to provide pointing information for target acquisition by other SOR tracking platforms.