The Department of Defense (DoD) has recently undergone radical changes as a result of the collapse of the Soviet Union. As the United States continues to downsize its conventional armed forces, new threats, both inside and outside its borders, are emerging. These new challenges include narco-traffickers, rising crime rates, and a massive immigration of illegal aliens that threaten to overwhelm our already strained social programs. This scenario is complicated by limited government resources that can no longer afford the luxury of expensive military equipment which takes an average of seven to ten years to design, manufacture, and field. Government agencies desperately need low-cost, off-the-shelf hardware that can reduce manpower requirements and be rapidly fielded to meet these emerging threats. <p> In response to these new threats and declining budgets, a new system, TAClink, recently "came into being". TAClink is a single-man portable system that can receive, record, display, and play back imagery transmitted from a surveillance aircraft. <p> This report describes how the systems engineering process¹ was applied to the development of TAClink. Throughout the process, the author applied the most techniques he could to maintain a "top-down" systems engineering approach. However, the author was operating under severe constraints: no internal or external funding, only a two month period to produce a prototype, and poorly defined system requirements. Consequently, the approach deviated from a pure systems engineering process and became "bottoms-up." <p> TAClink was designed, prototyped, tested, and delivered to the US Army last year. The system was recently upgraded (TAClink II) using technological advances and feedback from operational users. The system is designed using commercial off-the-shelf components, resulting in a dramatic savings in size, weight, and cost over the existing Army ground station. TAClink is currently manufactured in Arlington, VA and has been operationally deployed with U.S. Forces in this nation's war on drugs. <p> The author and Mr. Gerald V. Bate worked side-by-side to develop TAClink for its rapid fielding. Their combined efforts are largely responsible for the creation and success of the system. / Master of Science