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This paper proposes a novel 3D measurement system using spatially phase-modulated light, which have a single frequency for time but have different phase according to the projection angle. Another key of our system is the three-phase correlation image sensor(3PCIS), which generates temporal correlations between light intensity and three external reference signals on each pixel. Within a frame, amplitude and phase of the spatially phase-modulated light are demodulated and output by the 3PCIS to compute the individual angle on each pixel. We implemented this system using our CMOS 32 × 32-pixel 3PCIS, and successfully reconstructed the range map on each pixel.