We demonstrate a fast all-optical surface acoustic wave (SAW)microscope. This acoustic microscope may be thought of as a non-contact (hencenon-perturbing) surface acoustic microscope. The key to producinga sufficiently high SAW amplitude for imaging without producing surfacedamage is to tailor the generating optical distribution. This can be used tospread the optical power on the sample surface (preventing damage) and tofocus the acoustic waves (increasing the amplitude). This paper discusses thegeneral and specific design features of our microscope and importantnew developments in the general design of such instruments. Our microscopebased on this technology is capable of producing high quality, quantitativeimages of SAW amplitude and phase (velocity) on many materials; this and new,unique, forms of acoustic contrast are demonstrated and discussed.