Abstract: An input, high frequency signal is applied as a modulating input to a cavity positioned about the electron beam source of a traveling wave tube (TWT) amplifier. The TWT's electron beam is appropriately deflected, in a raster manner, over pixel areas of a KDP crystal plate. This action deposits, in each pixel area, charge which represents analog samples of the microwave waveform. The KDP crystal plate, together with an optical analyzer system, forms a Kerr cell modulator array. The charge deposited at the pixel sites causes associated variations in the index of refraction in the KDP crystal. When a reading beam of collimated, polarized light is raster scanned over the KDP plate, the angle of polarization of the beam is modified at each pixel site. The modified beam is reflected, passes through an analyzer section to a detector and then to a transmitter.