Abstract: An image processing system is described in which an image is converted into a plurality of image elements or cells which are arranged in a predetermined pattern. These cells are then simultaneously rearranged into a second predetermined pattern to provide a transformed representation of the original image. In this transformed state, the positions of all of the cells may be simultaneously shifted in a manner which produces modifications of the original image, such as scaling or rotating. The highly parallel manner in which the present system manipulates the image cells allows the desired image modifications to be effected more simply and rapidly than has been previously possible. In a preferred embodiment of the invention these image cell manipulations are performed in a three dimensional shift register of novel design.