The tremendous potential for hyperspectral imagery as a remote sensing tool has driven the development of TRW's TRWIS III hyperspectral imager. This instrument provides 384 contiguous spectral channels at 5 nm to 6.25 nn spectral resolution covering the 400 nn to 2450 nn wavelength range. The spectra of each pixel in the scene are gathered simultaneously at signal to noise ratios of several hundred to one for typical Earth scenes. Designed to fly on a wide range of aircraft and with variable frame rate, the ground resolution can be varied from approximately 50 cm to 11 m depending on the aircraft altitude and speed. Meeting critical performance requirements for image quality, coregistration of spectral samples, spectral calibration, noise, and radiometric accuracy are important to the success of the instrument. TRWIS m performance has been validated and the instrument has been radiometrically calibrated using TRW's Multispectral Test Bed (MSTB). This paper discusses the characterization and calibration process and results of the measurements. An example of results from a flight at the end of 1996 is included.