Abstract: A variable focus illuminator includes an array of light sources and a movable lens plate positioned immediately in front of the array of light sources. The lens plate includes a plurality of lenses that redirect the light produced by the light sources, such that different positions of the lens plate result in different sizes of the field illuminated by the variable focus illuminator. The lens plate may be movable in translation, rotation, or both. The variable focus illuminator may also include a cover plate in front of the movable lens plate, which may also include a plurality of cover plate lenses. The variable focus illuminator may be varifocal, or may include a zoom capability. The variable focus illuminator may be part of a system that includes a camera, and the system may also include a pan/tilt mechanism.