We present an optical design for an airborne imaging spectrometer that addresses the unique constraints imposed by imaging the coastal ocean region. A fast (F/1.8) wide field system (36 degrees) with minimum polarization dependence and high response uniformity is required, that covers the spectral range 350-1050 nm with 3 nm sampling. We show how these requirements can be achieved with a two-mirror telescope and a compact Dyson spectrometer utilizing a polarization-insensitive diffraction grating.