A passive millimeter-wave camera capable of generating real time displays of the imaged scene, similar to video cameras, has been under development at TRW over the past two years. The camera operates at 89 GHz, has a 15 degree(s) X 10 degree(s) field-of-view, an aperture of 18' diameter, and displays the acquired image at a frame rate of 17 Hz. A major enabling technology is the focal plane array of direct detection MMIC receivers which guarantees reliable and low cost manufacturing of this camera, in addition to providing it with unique operational features. This work reports on progress achieved to date in the development and manufacturing of this new sensor technology.