The kinetic modeling and design of a carbon monoxide (CO) gas laser is presented. In contrast to the more widely known fundamental band CO laser, this laser is designed to operate on the first overtone bands, the Av = 2 vibrational quantum transitions. Lasing on these bands is known to produce multi-line output at wavelengths from 2.5 microns to beyond 4.0 microns in the infrared. The present study is to develop a compact, wallcooled CO overtone laser, that can develop average powers O[100 W]. A kinetic modeling code has been developed to guide the design, and to calculate both continuous wave (c.w.) and Q-switched performance. There are distinct advantages in Q-switched operation of this laser, which is potentially one of the few truly efficient lasers scalable to very high average powers.