Abstract: An aerial electronic system for detection of surface and underground threats comprises an electromagnetic (EM) gradiometer flown aloft over the possible ground and underground threats to a convoy. The EM gradiometer is disposed in a Styrofoam torpedo shaped pod that is towed in flight behind an airplane. An illumination transmitter and loop antenna mounted to the airplane radiate a primary EM wave that travels down to the ground surface and penetrates beneath. Frequencies of 80 KHz to 1 MHz are selected according to whether the targets are laying on the surface or deeply buried. Detonation wire pairs, buried cables and pipes, and other conductors will re-radiate a secondary wave that can be sensed by the EM gradiometer. A reference sample of the transmitter signal is carried down a fiberoptic from the airplane to the towed pod. This signal is used in the synchronous detection to measure the secondary EM wave phase.