The Video Guidance Sensor (VGS) has been developed by NASA's Marshall Space Flight Center (MSFC) to provide the capability for a spacecraft to find and track a target vehicle and determine the relative positions and attitudes between the sensor and the target. The sensor uses laser diodes to illuminate the target, a CCD-based camera to sense the target, and a frame-grabber and processor to convert the video information into relative range, azimuth, elevation, roll, pitch, and yaw. The sensor was first built in 1988 and used in successful automated docking experiments using the air-bearing spacecraft simulator in MSFC's Flight Robotics Laboratory. Since then, many changes and improvements have been made, based on the results of testing. In addition to the use of this system for space vehicles, it has been adapted for commercial application. The current design is being built as a prototype to prepare for flight testing on the Space Shuttle. Some of the changes from the original system were designed to improve the noise rejection of the system. Other changes were made to improve the overall range of operation of the system, and still other changes improved the bandwidth of the system. The current VGS is designed to operate from 110 meters down to 0.5 meters and output the relative position and attitude data at 5 Hz. The system will be able to operate under any orbital lighting conditions from full solar illumination to complete darkness. The VGS is also designed to be used with more than one target and sensor to allow for redundant configurations. This new prototype should be completed and undergoing open- and closed-loop testing after March 1995.