Intensive demands have arisen to characterize nonlinear optical properties of materials for applications involving optical limiters, waveguide switches and bistable light switches. The technique of Pulse Delay Modulation is described which can monitor nonlinear changes in transmission with shot noise limited signal-to-noise ratios even in the presence of large background signals. The theoretical foundations of the experiment are presented followed by actual measurements of beam depletion due to second harmonic generation in a LiIO3 crystal and two-photon absorption in the semiconductor ZnSe. Sensitivity to polarization rotation arising from the Kerr Effect in carbon disulfide, saturable absorber relaxation in modelocking dyes and photorefractive effects in ZnSe are demonstrated. The sensitivity of Pulse Delay Modulation is combined with Fabry-Perot enhancement to allow the measurement of two-photon absorption in a 0.46pm thick interference filter spacer layer. Also included is a study of nonlinear optical limiting arising from dielectric breakdown in gases.