Millimeter wave phased array systems have antenna element sizes and spacings similar to MMIC chip dimensions by virtue of the operating wavelength. Designing modules in traditional planar packaging techniques are therefore difficult to implement. An advantageous way to maintain a small module footprint compatible with ha-Band and higher frequency systems is to take advantage of two leading edge technologies, opto-electronic integrated circuits (OEICs) and multilevel packaging technology. Under a Phase II SBIR these technologies are combined to form photonic modules for optically controlled millimeter wave phased array antennas. The proposed module, consisting of an OEIC integrated with a planar antenna array will operate in the 40GHz region. Theo OEIC consists of an InP based dual-depletion PIN photodetector and distributed amplifier. The multi-level module will be fabricated using an enhanced circuit processing thick film process. Since the modules are batch fabricated, using standard commercial processes, it has the potential to be low cost while maintaining high performance, impacting both military and commercial communications systems.