A multi-angle spectropolarimeter payload, ``SPEX-airborne’’ has been developed for observing and characterizing aerosols from NASA’s high-altitude research aircraft ER-2. SPEX-airborne provides autonomously multi-angle snapshot measurements of spectral radiance and degree of linear polarization over a 7 degree swath in the visible part of the optical spectrum. The instrument is unique in the sense that it combines 30 highly accurate polarimetric measurements with hyperspectral radiance measurements at 2.5 nm resolution simultaneously at nine fixed viewing angles and that it offers the possibility to include polarimetric measurements in absorption bands at lower accuracy. This combination of measurements holds great potential for present and new retrieval algorithms to derive aerosol microphysical properties during airborne campaigns. The opto- mechanical subsystem of SPEX-airborne is based on the Spectropolarimeter for Planetary EXploration (SPEX) prototype, which has been developed over recent years by a consortium of Dutch institutes and industry. The polarimetry technique used is spectral polarization modulation, which has been proven to enable high accuracy polarimetric measurements. In laboratory conditions, the SPEX prototype has a demonstrated polarimetric accuracy of 0.002 in the degree of linear polarization. The SPEX prototype has been made fit for autonomous operation on NASA’s ER-2 high altitude platform. In this presentation we will present the design and main subsystems of the payload, and address the operational modes. An outline of the data processing chain including calibration data will be given and the foreseen capability and performance will be discussed. We will discuss the quality of the polarimetric measurement in the lab and as recorded during the maiden flight in 2016 when SPEX-airborne was flying together with JPL’s AirMSPI imaging polarimeter. Finally, we will give an outlook on the processing of the data of land and ocean scenes, and on the possibilities for aerosol retrieval algorithms that the SPEX-airborne instrument offers, most notably the flexibility in number and center of the wavelength bands, and the incorporation of (polarimetric) O2A-band measurements.