The U.S. Marine Corps COBRA countermine surveillance program has developed, as a risk- reduction alternative, a near real-time processor for the output of the COBRA multispectral camera. This processor has been tested using approximately 13.5 hours of video data from the COBRA DT-0 developmental test, representing approximately 243,000 frames of multispectral data. The results have been very encouraging--the system is robust and the minefield detection performance has met the goals of the COBRA program. The MITRE COBRA prototype processor is built from commercial-off-the-shelf VME bus technology. Video capture is provided by a Transtech TDM 435 capture/display VME card. Control is performed on a GMSV64 Super Sparc card that resides in two VME slots. The compute engine consists of two Pentek 4270 Quad TMS320C40 digital signal processing boards. There are two additional 6U VME boards to provide fast SCSI IO. The system is capable of capturing, digitizing and processing the COBRA data stream at between one-eighth and one-half real-time, depending on processing options. The nominal compute power of the system is 2.2 GOPS, 450 MFLOPS. The system is easily upgradeable due to the open architecture--one proposed upgrade will be to increase the number of available TMS320C40 processors to sixteen, providing real-time performance without compromising the current investment in software and hardware. The software for the system is primarily written in C, with hand-optimized assembler code for portions of the compute kernel. The algorithm that is implemented is based on the MITRE minefield detection algorithm detailed at AeroSense '95. The system development required a registration algorithm--this was the only algorithm development that was performed, the rest of the algorithms coming from previous MITRE effort on the COBRA program. Lessons learned from the development and upgrade/test plans will be presented.