The Mercury Surface, Space ENvironment, GEochemistry, and Ranging (MESSENGER) spacecraft, launched in August 2004 and planned for insertion into orbit around Mercury in 2011, has already completed two flybys of the innermost planet. The Mercury Dual Imaging System (MDIS) acquired nearly 2500 images from the first two flybys and viewed portions of Mercury's surface not viewed by Mariner 10 in 1974-1975. Mercury's proximity to the Sun and its slow rotation present challenges to the thermal design for a camera on an orbital mission around Mercury. In addition, strict limitations on spacecraft pointing and the highly elliptical orbit create challenges in attaining coverage at desired geometries and relatively uniform spatial resolution. The instrument designed to meet these challenges consists of dual imagers, a monochrome narrow-angle camera (NAC) with a 1.5?? field of view (FOV) and a multispectral wide-angle camera (WAC) with a 10.5?? FOV, co-aligned on a pivoting platform. The focal-plane electronics of each camera are identical and use a 1024??1024 charge-coupled device detector. The cameras are passively cooled but use diode heat pipes and phase-change-material thermal reservoirs to maintain the thermal configuration during the hot portions of the orbit. Here we present an overview of the instrument design and how the design meets its technical challenges. We also review results from the first two flybys, discuss the quality of MDIS data from the initial periods of data acquisition and how that compares with requirements, and summarize how in-flight tests are being used to improve the quality of the instrument calibration. ?? 2009 SPIE.