A novel optical control system using nematic liquid crystals and acoustooptic devices is introduced that can provide compact, lightweight, low cost, transmit/receive mode, high-performance (> 6 bits), truly analog, 0-2-pi phase control for large (e.g., 5000 element) phased arrays. Modulo-2-pi phase control is demonstrated for a 120 MHz carrier, with a carrier-to-noise ratio of 116.8 dB/Hz at 1 MHz and a signal dynamic range of 55.5 dB at 1 MHz. A novel time-multiplexed, two channel, radar beam scanning approach is introduced to provide fast 200 beams/s antenna scanning rates.A novel optical control system using nematic liquid crystals and acoustooptic devices is introduced that can provide compact, lightweight, low cost, transmit/receive mode, high-performance (> 6 bits), truly analog, 0-2-pi phase control for large (e.g., 5000 element) phased arrays. Modulo-2-pi phase control is demonstrated for a 120 MHz carrier, with a carrier-to-noise ratio of 116.8 dB/Hz at 1 MHz and a signal dynamic range of 55.5 dB at 1 MHz. A novel time-multiplexed, two channel, radar beam scanning approach is introduced to provide fast 200 beams/s antenna scanning rates.