In an effort to modernize its hydrographic survey capabilities, the U. S. Army Corps of Engineers has undertaken a joint development program with Canada to construct and field test an operational prototype airborne lidar bathymeter system. The construction and field verification effort of this program began March 1990 with field tests scheduled for winter 1993. The system will be built by Optech, Inc., based on their design of the LARSEN 500,the only commercial lidar system currenty producing bathymetric surveys. The Scanning Hydrographic Operational Airborne Lidar Survey SHOALS system will operate out of a medium-sized helicopter such as the Bell 212 at approximately 200 meters altitude where the laser scanning system generates a swath width of just over 140 meters. System requirements dictate a laser operating at 200 Hz in both the blue-green wavelength for maximum water depth penetration and the infrared for surface interface recognition. Each laser shot strikes the water surface at a known location where its energy is partially reflected back to the receiver and partially transmitted through the water column. Transmitted energy undergoes scattering and absorption along its path to the bottom where the remaining energy is then reflected back to the receiver The Transceiver, Positioning, Acquisition, Control and Display, and Ground Based Data Processing subsystems make up the SHOALS system. These subsystems have been designed, constructed, and currently are being laboratory tested prior to total system integration and field-testing. This article presents the systems design and discusses system use following development.