This novel research proposal will investigate the viability of the concept of an optically driven and optically-controlled millimeter wave phased array receiving antenna. Issues involved in bringing such a project to fruition will be investigated primarily experimentally in order to demonstrate that a microwave signal incident on a patch antenna can phase modulate an optical wave traveling beneath the gap in the patch. A goal of the project is to demonstrate gain in a simple two-element mock-up fabricated in LiNbO3.