Abstract: An RF power amplifier system is presented herein. It includes a plurality of RF power amplifier modules. At least two encoders are provided. Each encoder is associated with and controls the operation of some of the plurality of power amplifier modules. Each encoder is associated with different ones of the plurality of amplifier modules. An exciter receives an amplitude varying input signal and periodically provides a command signal to each of the modulation encoders and instructs that modulation encoder as to how many of its associated power amplifier modules are to be turned on as a function of the value of the input signal. Each modulation encoder responds to a received command signal and selects which of its associated power amplifiers to turn on.