A state-of-the-art W-Band passive millimeter wave focal plane array (FPA) consisting of 1040 highly integrated direct detection pixel has been designed, developed, assembled and tested. The FPA has been integrated into a passive millimeter wave video camera and has generated real time images. Each pixels is a highly integrated MMIC chip receivers. The MMIC chips is a wide band, high gain, low noise, 0.1 mu m InGaAs HEMT amplifier with an integrated switch and Schottky barrier diode detector. The FPA uses a brick architecture. Each brick or module consists of 4 MMIC chips or pixels and lays side-by-side on the card. Many cards are stacked to create the array of pixels. In the next generation FPA, the 1x4 modules and cards have been dramatically simplified with 50% less assembly time. In addition, the module and card still require no tuning and minimal test time. Thus a significant cost reduction in the FPA is expected over the first generation FPA without sacrificing performance. To further reduce cost and improve performance, new MMIC chips are being designed.