The HoloCam system is a major component of a multi-national multi-discipline project known as HoloMar (funded by the European Commission under the MAST III initiative). The project is concerned with the development of pulsed laser holography to analyse and monitor the populations of living organisms and inanimate particles within the world's oceans. We describe here the development, construction and evaluation of a prototype underwater camera, the purpose of which is to record marine organisms and particles, in-situ. Recording using holography provides several advantages over conventional sampling methods in that it allows non-intrusive, non-destructive, high-resolution imaging of large volumes (up to 10^5 cm^3) in three dimensions. The camera incorporates both in-line and off-axis holographic techniques, which allows particles from a few micrometres to tens of centimetres to be captured. In tandem with development of the HoloCam, a dedicated holographic replay system and an automated data extraction and image processing facility are being developed. These will allow, optimisation of the images recorded by the camera, identification of species and particle concentration plotting
