Three new dipolar chromophores based on a diaklyaminophenyl donor, a pyrrole auxiliary donor, a thiazole auxiliary acceptor, and strong heterocyclic acceptors have been synthesized. For one of these compounds we have measured a very large non-degenerate two-photon cross section of ca. 1500 GM in the near-IR telecommunications range using a pump-probe technique. Calculations indicate the cross section for degenerate two-photon absorption is likely to be ca. 60% of this value.