While the upwelling radiance distribution in the ocean can be highly polarized, there are few measurements of this parameter in the open ocean. To obtain the polarized in-water upwelling spectral radiance distribution data we have developed the POLRADS instrument. This instrument is based on the NuRADS radiance distribution camera systems in which linear polarizer’s have been installed. By combining simultaneous images from three NuRADS instruments, three Stokes parameters (I, Q, U) for the water leaving radiance can be obtained for all upwelling angles simultaneously. This system measures the Stokes parameters Q/I and U/I with a 0.05-0.06 uncertainty and I with a 7-10% uncertainty.