A folded lens system that includes lenses with refractive power and two light folding elements such as prisms. A first lens on a first axis refracts light to a first folding element. The first folding element redirects the light from the first axis onto a second axis on which one or more lenses are arranged. The lenses on the second axis refract the light to a second folding element. The second folding element redirects the light onto a third axis on which a sensor is disposed. The lens system may include a front aperture. The sensor may be moved on the third axis to provide autofocusing, or alternatively the lens system may include one or more optical actuators that provide autofocusing. The lens system may have a low F-number (