The acquisition of high resolution, large area, microscope images is a crucial aspect of image cytometry. A unique quantitative visible light microscope was developed for this purpose, by positioning a high density, charge-coupled device (CCD) in the primary image plane of a chromatic aberration free, flat field objective lens. The CCD clocking and output circuits of this device were designed to minimize dark currents, to allow 10 bit digitization, 500 kHz to 8 MHz readout rates and variable integration time. A circuit was also implemented to compress the CCD pixel array on the chip by a factor of four. This pixel additive circuit results in an approximate fourfold increase in signal strength, increased frame rates and smaller amounts of data while maintaining the large field of view. This is particularly useful in: (1) detecting images at the low light levels encountered during fluorescence imaging; and (2) searching for objects while screening a microscope slide. The geometric and spectral properties of the bright-field optics were also optimized for quantitative CCD imaging by providing homogeneous illumination over the entire field of view and minimizing chromatic and geometric aberrations. With this device, bright-field images of a 0.23 micron diatom striation pattern and fluorescence images of 7 X 103 molecules of equivalent soluble fluorochrome (MESF) fluorescein-labeled intensity beads have been acquired and digitized.