An image-pickup apparatus is disclosed which has a small size while it is capable of driving its image-pickup optical system in at least one of tilting and panning directions. The image-pickup apparatus includes an image-pickup unit which houses an image-pickup optical system and an image-pickup element that photoelectrically coverts an object image formed by the image-pickup optical system thereinside, a support member which rotatably supports the image-pickup unit, and an actuator which is housed inside the image-pickup unit and rotationally drives the image-pickup unit relative to the support member.