The present invention provides a compact optical probe assembly that measures ultrasound in materials. The probe uses angle-terminated optical fiber to direct illumination laser light at the surface of a remote target. Ultrasonic displacements at the surface scatter the illumination laser light. Angle-terminated optical fibers collect phase modulated light and direct the phase modulated light to an optical processor to produce a signal representative of the ultrasonic surface displacements. The probe may also incorporate angle-terminated optical fibers to direct generation laser light to the surface of a remote target to generate ultrasonic surface displacements. Optional shared beam forming element(s) may optically act on the illumination laser and collected phase modulated light.