This project outlines an approach to obtaining high-gain directive tracking antennas at 20 and 30 GHz for ground terminal applications. Signal conditioning to augment self- phasing of the transmit/receive beams from planar arrays is described in order to provide insight to this innovative and unique design approach which utilizes spatial frequency technology for its basis. The handheld system automatically acquires and tracks a satellite over a hemisphere.The use of phased-array technology with handheld personal communications devices should have future significance in the telecommunications industry with the introduction of the IRIDIUM system and with the increasing use of the wireless telephone. The antenna and satellite interface will be the key to personal communicator technology in the future.spatial frequencies, signal processing, thinned array, retrodirective arrays, scanning arrays and communication systemsSTATUS: Phase I Only