A continuous-time (CT) radio frequency (RF) antenna array beamformer and analog circuit based on a discrete-space-continuous-time (DSCT) 2-D fan-filter having transfer function is derived. The proposed transfer function is based on a 2-D FIR discrete domain fan filter. The discrete domain prototype is converted to the proposed mixed-domain DSCT analog filter by replacing unit sampled delays with CT analog first-order all-pass networks corresponding to the bilinear transform. First-order all-pass network is a poor approximation to a CT delay . To address this, a novel broadband pre-warping method is proposed to exactly compensate for such "bilinear warping". A 65 nm CMOS VLSI circuit for is proposed and an example fan filter with axis oriented at , half-fan-angle and maximum frequency is simulated employing closed-form expressions, an ABCD parameter based model and 65 nm CMOS simulations in Cadence. A stop-band interference rejection of 38 dB is verified by BSIM4 based simulations. The proposed circuit for operates at 3.7 mA from a 1.2 V supply. The beamfomer is shown to operate correctly in the presence of PVT variations of .Index Terms-Analog beamforming, CMOS, delay approximation, fan filter, VLSI.