A passive millimeter wave imaging system that includes at least one millimeter wave frequency scanning antenna and multiple beam formers collecting narrow beams of millimeter wave radiation from a two-dimensional field of view. The collected radiation is amplified and separated into bins corresponding to various vertical and horizontal beam orientations. In a preferred embodiment the beam formers include one phase processor and 192 frequency processors. Two dimensional images of a target are obtained by the simultaneous detection of signal power within each beam and converting it into pixel intensity level at a rate of 30 frames per second.