Optical design and engineering of the electro-optical (E0) system used for automatic tracking and laser designating tares from high-performance aircraft require consideration of many aspects of the total system; for example, large look-back capability, max-imum aperture, accurate boresight, and high transmission. First and second generation EQ pods have been designed and manufactured using a multifunction objective lens that combines apertures for a dual field of view (FOV)/dual wavelength camera system, laser designator, laser ranger, and laser spot tracker. A. diffraction-limited telephoto objective lens with an FOV capability of 1, 1.5, and 6 degrees is the heart of the optical system. The design provides good image quality while meeting the needs of the laser functions and allowing ease of maintenance through modular construction. The engineering of the optical bed for mounting the components in the pod in a dynamic environment required detailed analysis, using both optical deflection tolerances and structural characteristics. A mathematical model of the optical bed provided a means for determining stiffness requirements to meet the needs of imagery and boresight. The silicon target vidicon sensor allows a unique capability for automatic, in-flight boresight.