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Summary form only given.Analog-to-digital converters face severe performance constraints on bandwidth and accuracy because of limitations imposed by the input track-and-hold circuits that perform the sampling function. Optical sampling offers a way to dramatically enhance both the timing precision and linearity of the sampling function. A/D converters utilizing optical sampling have the potential for operating at multi-GHz sampling rates with >12-bit precision. The primary limitation of previously reported optical-sampling systems has been the nonlinearity of the sampling device. Our use of phase-encoded optical sampling overcomes this limitation at the expense of added complexity. We describe a system that combines phase-encoded optical sampling with time-division demultiplexing to distribute the sampled data to an array of commercial quantizers.