Astronomers presently use charge coupled devices (CCD’s) to capture and record telescope images. NOAO is seeking a CCD readout system that is faster and more accurate than their current system. At extremely high speeds, the existing analog noise filters do not function as effectively as is required for many scientific applications. We have designed and tested a novel readout and noise-reduction system that oversamples the CCD output signal to provide more accurate, high-speed digital processing. ** NOAO is operated by the Association of Universities for Research In Astronomy under a cooperative agreement with the National Science Foundation.