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Real-time 3D ultrasound imaging has the potential for making dramatic improvements in medical imaging applications. Until recently, fabrication difficulties have limited even the most advanced 3D ultrasound systems to mechanically scanned 1 D or 1.5 D linear arrays together with off-line reconstruction, or 2D arrays with a limited number of displayed real-time planes.Fabrication of a real-time volumetric imaging system requires a large number and high density of array elements and the interconnections to the associated electronics. Lockheed Martin has developed a 42 X 64 (2688 total) element 5 MHz 2D arra.y, hybridized to a custom CMOS integrated circuit. Results to date have demonstrated bistatic real-time irnaging with three dimensional resolution of 1 mm in a tissue equivalent test object.In this paper, we describe our work-in-progress with a 128 X 128 (1 6,384 total) element array and 3D realtime imaging system. Through massivdy parallel, focal plane processing, the goal of real-time 3D ultrasonic imaging in the low MHz frequency is now achievable.