The importance of the oceans and coastal waters to the planet's ecosystem and food resources will require increasing level of global and local monitoring and control of such resources (by governments and international agencies). The instrumentation package proposed herein has applications in maritime operations, fisheries management, water quality monitoring, littoral and coastal zone management. With its ability to measure upwelling spectral imaging (in pushbroom mode) as well as downwelling spectral radiative fluxes, this sensor will address a major gap in today's sensors by providing the data required for improved algorithms to estimate in-water constituents/properties, spatial resolution and atmospheric properties for accurate atmospheric corrections. Hence this instrument has a broad appeal to the science community as a whole, and to monitoring agencies. NASA has a major role in the study of global climate change and its impact on natural environments such as oceanic biogeochemical cycling, coral-reef and sea-grass health. The world's oceans play a crucial role in maintaining the health of the planet's ecosystems and serve as a valuable current and future food source for humankind. The oceans provide the only means of subsistence for many communities around the world, particularly the expanding coastal populations. The instrumentation package will be marketed to investigators in the government and academia that are involved in the study of oceans, coastal regions, and littoral regions of the globe.