Preliminary details of a 2-D synthetic aperture radiometer prototype operating from 50 to 55 GHz will be presented. The laboratory prototype is being developed to demonstrate the technologies and system design needed to do millimeter-wave atmospheric soundings with high spatial resolution from Geostationary orbit. The concept is to deploy a large thinned aperture Y-array on a geostationary satellite, and to use aperture synthesis to obtain images of the Earth without the need for a large mechanically scanned antenna. The laboratory prototype consists of a Y-array of 24 horn antennas, MMIC receivers, and a digital cross-correlation subsystem