CCD cameras are commonly used for many imaging applications, as well as in optical instrumentation applications. These cameras have many excellent characteristics for both scene imaging and laser beam analysis. However, CCD cameras have two characteristics that limit their potential performance. The first limiting factor is the baseline drift of the camera. If the baseline drifts below the digitizer zero, data in the background is lost, and is uncorrectable. If the baseline drifts above the digitizer zero, than a false background is introduced into the scene. This false background is partially correctable by taking a background frame with no input image, and then subtracting that from each imaged frame. ('Partially correctable' is explained in detail later.) The second characteristic that inhibits CCD cameras is their high level of random noise. A typical CCD camera used with an 8-bit digitizer yielding 256 counts, has 2 to 6 counts of random noise in the baseline. The noise is typically Gaussian, and goes both positive and negative about a mean or average baseline level. When normal baseline subtraction occurs, the negative noise components are truncated, leaving only the positive components. These lost negative noise components can distort measurements that rely on low intensity background. Situations exist in which the baseline offset and lost negative noise components are very significant. For example, in image processing, when attempting to distinguish data with a very low contrast between objects, the contrast is compromised by the loss of the negative noise. Secondly the measurement of laser beam widths requires analysis of very low intensity signals far out into the wings of the beam. The intensity is low, but the area is large, and so even small distortion can create significant errors in measuring beam width. The effect of baseline error is particularly significant on the measurement of a laser beam width. This measurement is very important because it gives the size of the beam at the measurement point, it is used in laser divergence measurement, and it is critical for realistic measurement of M2, the ultimate criterion for the quality of a laser beam. One measurement of laser beam width, called second moment, or D4(sigma) , which is the ISO definition of a true laser beam width, is especially sensitive to noise in the baseline. The D4(sigma) measurement method integrates all signals far out into the wings of the beam, and gives particular weight to the noise and signal in the wings. It is impossible to make this measurement without the negative noise components, and without other special algorithms to limit the effect of noise in the wings.