We describe the design of Bolocam, a bolometric camera for millimeter-wave observations at the Caltech Submillimeter Observatory. Bolocam will have 144 diffraction-limited detectors operating at 300 mK, an 8 arcminute field of view, and a sky noise limited NEFD of similar to 35 mJy Hz(-1/2) per pixel at lambda = 1.4 mm. Observations will be possible at one of lambda = 1.1, 1.4, or 2.1 mm per observing run. The detector array consists of sensitive NTD Ge thermistors bonded to silicon nitride micromesh absorbers patterned on a single wafer of silicon. This is a new technology in millimeter-wave detector array construction. To increase detector packing density, the feed horns will be spaced by 1.26f lambda (at lambda = 1.4 mm), rather than the conventional 2f lambda. DC stable read out electronics will enable on-the-fly mapping and drift, scanning. We will use Bolocam to map Galactic dust emission, to search for protogalaxies, and to observe the Sunyaev-Zel'dovich effect toward galaxy clusters.