Commercially marketed airborne laser swath mapping (ALSM) instruments currently use laser rangers with sufficient energy per pulse to work with return signals of thousands of photons per shot. The resulting high signal to noise level virtually eliminates spurious range values caused by noise, such as background solar radiation and sensor thermal noise. However, the high signal level approach requires laser repetition rates of hundreds of thousands of pulses per second to obtain contiguous coverage of the terrain at sub-meter spatial resolution, and with currently available technology, affords little scalability for significantly downsizing the hardware, or reducing the costs. A photon-counting ALSM sensor has been designed by the University of Florida and Sigma Space, Inc. for improved topographic mapping with lower power requirements and weight than traditional ALSM sensors. Major elements of the sensor design are presented along with preliminary simulation results. The simulator is being developed so that data phenomenology and target detection potential can be investigated before the system is completed. Early simulations suggest that precise estimates of terrain elevation and target detection will be possible with the sensor design.© (2005) COPYRIGHT SPIE--The International Society for Optical Engineering. Downloading of the abstract is permitted for personal use only.