The output power of semiconductor based millimeter-wave amplifiers are limited by the power-handling capabilities of the individual devices used to overcome these problems combining techniques are used to distribute the power load we are proposing a fundamentally new combining approach using a quasi-optical planar 2-d array of integrated impatt amplifiers in the array, impatts are integrated directly into patch antennas input and output signals are coupled into and out of the patch via free space this approach has the potential for very high efficiencies and can be scaled to large numbers of devices Avoca Laboratories is uniquely qualified to investigate this scheme, having two key personnel who have done pioneering work in demonstrating these arrays. The main benefit of this approach is that the RF impatt amplifiers can be fabricated monolithically in gaas or silicon. This could significantly reduce the cost and weight, thereby allowing a wide range of new communication and radar applications at millimeter-wavelengths.