Dysplasia and cancer of epithelial tissues, including the oral cavity and esophagus, typically have much higher survival rates if diagnosed at an early stage. Unfortunately, the clinical appearance of lesions in these tissues can be highly variable. To achieve a definitive diagnosis of a suspected lesion at these sites, an excisional biopsy must be examined at high-resolution. These procedures can be costly and timeconsuming, and in the case of Barrett's esophagus, surveillance biopsy strategies may not be entirely effective. Optical imaging modalities have the potential to yield qualitative and quantitative high-resolution data at low cost, enabling clinicians to improve early detection rate. This dissertation presents a low-cost high-resolution microendoscopy system based on a fiber optic bundle image guide. In combination with a topical fluorescent dye, the fiber bundle can be placed into contact with the tissue to be observed. A high-resolution image is then projected onto a CCD camera and stored on a PC. A pilot study was performed on both resected esophageal tissue containing intestinal metaplasia (a condition known as Barrett's esophagus, which can transform to esophageal adenocarcinoma) and resected oral tissue following surgical removal of cancer. Qualitative image analysis demonstrated similar features were visible in both microendoscope images and standard histology images, and quantitative image processing and analysis yielded an objective classification algorithm. The classification algorithm was developed to discriminate between neoplastic and non-neoplastic imaging sites. The performance of this algorithm was monitored by comparing the predicted results to the pathology diagnosis at each measurement site. In the oral cancer pilot study, the classifier achieved 85% sensitivity and 78% specificity with 141 independent measurement sites. In the Barrett's metaplasia pilot study, 87% sensitivity and 85% specificity were achieved with 128 independent measurement sites. The work presented in this dissertation outlines the design, testing, and initial validation of the high-resolution microendoscope system. This microendoscope system has demonstrated potential utility over a wide range of modalities, including small animal imaging, molecular-specific imaging, ex vivo and ultimately in vivo imaging.