Abstract: Underwater-turbulence may have an impact on the performance of underwater imaging system. The impact of underwater-turbulence on laser beam propagation is studied with wave-front test. The distortion introduced by underwater-turbulence is measured and analyzed using the Zernike polynomial. The adaptive optical system with wave-front compensation is investigated for underwater imaging. The result shows that underwater-turbulence reduces the resolution of underwater imaging system. Calibration experiment is carried out to show that adaptive optical system can improve the quality of underwater images effectively.