Holographic optical elements (HOEs) work on the principal of diffraction and can in some cases replace conventional optical elements that work on the principal of refraction. An HOE can be thinner, lighter, can have more functionality, and can be lower cost than conventional optics. An HOE can serve as a beam splitter, spectral filter, mirror, and lens all at the same time. For a single wavelength system, an HOE can be an ideal solution but they have not been widely accepted for multispectral systems because they suffer from severe chromatic aberration. A refractive optical system also suffers from chromatic aberration but it is generally not as severe. To color correct a conventional refractive optical system, a flint glass and a crown glass are placed together such that the color dispersion of the flint and the crown cancel each other out making an achromatic lens (achromat) and the wavelengths all focus to the same point. The color dispersion of refractive lenses and holographic lenses are opposite from each other. In a diffractive optical system, long wavelengths focus closer (remember for HOEs: RBM “red bends more”) than nominal focus while shorter wavelengths focus further out. In a refractive optical system, it is just the opposite. For this reason, diffractives can be incorporated into a refractive system to do the color correction and often cut down on the number of optical elements used [1.]. Color correction can also be achieved with an all-diffractive system by combining a holographic optical element with its conjugate. In this way the color dispersion of the first holographic optical element can be cancelled by the color dispersion of the second holographic optic. It is this technique that will be exploited in this paper to design a telescope made entirely of holographic optical elements. This telescope could be more portable (for field operations) the same technique could be used to make optics light enough for incorporation into a UAV.