Abstract: A linear array of bistable data latches and logic gates arranged to count the binary transitions, both low to high and high to low, of a clock signal and provide a threshold style output code, characterized along the array by high logic states on one side of the threshold point and low logic states on the opposite side. Each latch in the array is permitted to set when a clock transition occurs after the preceding latch has set or to reset when a clock transition occurs after the succeeding latch has reset. Clock phasing and count enable/disable logic may be included along with direct set/reset inputs in order to accomplish parallel and/or ripple preset/clear functions or other output code modifications.