An aero-optical disturbance measurement system includes a mirror supported by a gimbal for receiving a light beam from a light emitting source, reflecting the light beam to a first periscope fold mirror and therefrom reflecting the light beam directly to a second periscope fold mirror. A first concave off-axis paraboloid mirror receives the light beam reflected from second periscope fold mirror and therefrom a first fold mirror receives the light beam reflected directly from first concave off-axis paraboloid mirror. A second fold mirror receives the light beam reflected directly from the first fold mirror. A second concave off-axis paraboloid mirror receives the light beam reflected directly from second fold mirror which reflects the light beam to a fast steering mirror. A fine tracker camera coupled to an embedded processer receives portion of light beam from fast steering mirror. Embedded processor controls movement of fast steering mirror and gimbal.