Abstract. Clouds play a critical role in the Earth's radiative budget as they modulate the atmosphere by reflecting shortwave solar radiation and absorbing long wave IR radiation emitted by the Earth's surface. Although extensively studied for decades, cloud modelling in global circulation models is far from adequate, mostly due to insufficient spatial resolution of the circulation models. In addition, measurements of cloud properties still need improvement, since the vast majority of remote sensing techniques are focused in relatively large, thick clouds. In this study, we utilize ground based hyperspectral measurements and analysis to explore very thin water clouds. These clouds are characterized by liquid water path (LWP) that spans from as high as ~50g m⁻² and down to 65 mg m⁻² with a minimum of about 0.01 visible optical depth. The retrieval methodology relies on three elements: a detailed radiative transfer calculations in the longwave IR regime, signal enhancement by subtraction of a clear sky reference, and spectral matching method which exploits fine spectral differences between water droplets of different radii. A detailed description of the theoretical basis for the retrieval technique is provided along with a comprehensive discussion regarding its limitations. The proposed methodology was validated in a controlled experiment where artificial clouds were sprayed and their effective radii were both measured and retrieved simultaneously. This methodology can be used in several ways: (1) the frequency and optical properties of very thin water clouds can be studied more precisely in order to evaluate their total radiative forcing on the Earth's radiation budget. (2) The unique optical properties of the inter-region between clouds (clouds' "twilight zone") can be studied in order to more rigorously understanding of the governing physical processes which dominate this region. (3) Since the optical thickness of a developed cloud gradually decreases towards its edges, the proposed methodology can be used to study the spatial microphysical behaviour of these edges. (4) A spatial-temporal analysis can be used to study mixing processes in clouds' entrainment zone.