Magnolia proposes to develop and demonstrate small unit cell APD array with high gain for high resolution imaging in the ultraviolet (UV) band. We will use MOCVD process to demonstrate GaN/AlGaN based APD arrays on lattice matched substrates with very low dark current and high avalanche gain. Models will be developed to understand characteristics of small pixel size UV detectors and mechanisms for gain in the detector. A prototype array will be demonstrated to verify capability of the detector design and compatibility with the ROIC concept. We will also explore ROIC design concepts with high frame rates to assess on-focal plane processing features that can be included in unit cell. We propose to demonstrate UV APD arrays with format 64x64 or larger. The devices will be characterized for detector characteristics, such as quantum efficiencies and gain in the UV bands. We will develop a path for extension of the ROIC design to small pixel size required for high resolution mega-pixel arrays. The deliverables will include an ROIC design concept and 2-D UVAPD arrays with complete characterization.