Abstract: Local oscillator circuitry for an antenna array is disclosed. The circuitry includes an array of rotary traveling wave oscillators which are arranged in a pattern over an area and coupled so as to make them coherent. This provides for a set of phase synchronous local oscillators distributed over a large area. The array also includes a plurality of phase shifters each of which is connected to one of the rotary oscillators to provide a phase shifted local oscillator for the array. The phase shifter optionally includes a cycle counter that is configured to count cycles of the rotary oscillator to which it is connected and control circuitry that is then operative to provide a shifted rotary oscillator output based on the count from the cycle counter. A system and method for operating a true-time delay phased array antenna system. The system includes a plurality of antenna element circuits for driving or receiving an rf signal from the elements of the array.