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This paper describes the design of D-band phased-array circuits in 0.25 μm technology. The first part describes the design of the passive components which are used in the phased-array systems such as balun, Wilkinson divider and branch-line coupler. A millimeter-wave vector-modulator is designed to support both amplitude and phase control for beam-forming applications. In the second part the designed circuits are integrated together to form a two channel 110-130 GHz phased-array chip. Each channel exhibits 360° phase control with 15 dB of amplitude control range and gain of -10 dB. The entire chip draws 45 mA from 3.3 V supply. The millimeter-wave phase shifting and the low-power consumption makes it ideal for highly integrated scalable beam-forming systems for both imaging and communication.