This lecture covers the design of microscopes, including the field or image forming, conjugate planes, and major optical aberrations such as spherical aberration, chromatic aberration, coma, astigmatism, curvature of field, and distortion. It also discusses lateral limitations in optical systems, the concept of clear diameter, and the role of diaphragms in enforcing unique properties of optical systems. The lecture explains how to find the aperture stop, determine entrance and exit pupils, and analyzes marginal and chief rays in optical systems.