Abstract A submersible holographic camera has been developed for measuring the particle distributions, characteristics and motions within a sample volume in the ocean. Its main purpose is to provide data on the spatial distribution, size, shape, orientation, inter-particle relationships, turbulence, local shear and relative motion due to swimming and sinking of plankton. This battery powered, modular, self-contained system is remotely operated by a PC through fiber optic links. Data from on-board environmental sensors are used to select locations for recording holograms and relating the images to broader scale physical structures. The holocamera also has a buoyancy control system that allows deployment as a neutrally buoyant drifter or in a slow profiling mode. The instrument is currently configured for in-line holography, but it has been designed to be readily adaptable to off-axis holography. The cylindrical sample volume is 6.3 cm in diameter and its length can be varied from 10 to 68 cm. The light source is a pulsed ruby laser chosen predominantly because zooplankton are typically less sensitive to red light. The laser has independent dual flashlamps for maximum flexibility in selecting delay between exposures. About 300 single or multiple exposure holograms can be recorded during a single deployment. Data such as particle size, shape, orientation, distribution in space and velocity are obtained by reconstructing the holograms, scanning them with a video camera equipped with a microscope objective, digitizing the images and analyzing relevant data. Several recent field tests have demonstrated the system reliability and resolution. Particles with sizes as small as 10 μm and details on cell structures of larger particles in the 3–5 μm range could be identified and used for identifying and categorizing the particles. Sample single and double exposure images, the latter for measuring motion, and sample spatial distributions are provided. Methods for mapping the liquid velocity distribution are addressed briefly. Parameters affecting the image resolution and location in space, such as particle density, distance from the film plane and focus are discussed and demonstrated.