Abstract: The invention relates to a two state phase modulator with minimum amplitude modulation. The modulator assumes two phase states differing by .THETA. where .THETA. is a sub-multiple of 180.degree. which permits a phase variation of 180.degree. for phase coded transmissions when the frequency of the phase modulated carrier wave is multiplied by the reciprocal of the sub-multiple. Three equal components are derived in the phase modulator: an in-phase, an out of phase, and a quadrature phase component. The out of phase component is delayed in relation to the in-phase component by .THETA./2, while the quadrature phase component is delayed .THETA./4. The in-phase and out of phase components are then reduced by a factor (2 sin .THETA./2) selected such that when added to the quadrature component, the resultants have a magnitude equal to that of the quadrature component and differ in phase from the quadrature comonent by .+-..THETA./2.