Space Optics Research Labs (SORL) wide field-of-view, off-axis reflective telescope with 12-inch clear aperture, 2-degree field of view and less than 1-micro-radian bore sight jitter. Designed for airborne use, the telescope works across a wide temperature and humidity differential. The optical system is provided with a purpose-built composite graphite housing. Performance requirements led to a design using three off-axis conic mirrors with surface figures ranging from lambda/10 to lambda/16 peak to valley (lambda = 632.8-nm). The optical components are manufactured of Zerodur; interfaces between the optics and the structure were fabricated from Invar and titanium. Three systems have been successfully completed and delivered.