This document is a senior design report for an observational tilt-rotor unmanned aerial system called Paparazzi. The report describes the design of the Paparazzi UAS, which combines the capabilities of fixed-wing aircraft and rotorcraft to take off and land vertically while also efficiently cruising long distances. Key aspects of the design include a 40 inch wingspan, 5.5 pound weight, ability to hover for 15 minutes and cruise 4 nautical miles at 40 knots. The report details the conceptual design process, mission profile, weight breakdown, and aerodynamic analysis performed to develop the Paparazzi UAS for applications such as military reconnaissance, search and rescue, and commercial delivery.