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This Small Business Innovation Research (SBIR) Phase II project concerns the development and implementation of seismic imaging and inversion methods and parallel computer algorithms to estimate subsurface fluid-flow properties from time-lapse seismic data. In recent years, there has been exponential growth in time-lapse seismology project activity. These projects have yielded seismic difference anomalies that result from monitoring time-variant changes in the earth's subsurface related to fluid flow. However, such anomalies are often qualitative and ambiguous--what causes the anomalies, and what do they mean? The proposed Phase II research will enable the capability to make quantitative estimates of the 3D distribution of subsurface fluid pressure and fluid saturation changes that cause the seismic anomalies, using wave-equation seismic imaging and inversion techniques, coupled with rock physics analysis. The research consists of three parts: optimized parallel software and computational design, amplitude preserved seismic imaging and impedance inversion, and robust rock physics inversion to estimate pressure and saturation. The software and services generated by this Phase II research will be invaluable to help guide new wells and optimize reservoir management decisions in the 70+ oilfields world-wide that are being actively monitored with time-lapse seismic data. Near-term commercial applications of the proposed research include petroleum industry mapping and monitoring of commercial oil reserves, monitoring of costly injected fluids (water, steam, CO2, miscible gas), and imaging pressure compartmentalization and the leaking or sealing properties of faults and fractures. Non-petroleum applications may include monitoring groundwater reserves, near-surface monitoring of contaminant plumes and environmental clean-up projects. Potential far-market applications may include sub-sea acoustic imaging, synthetic aperture radar satellite imaging, and medical imaging