CMOS Fabrication processing improvements have become available that can shrink the unit cell size and increase the sample rates of 3D Flash LIDAR arrays allowing or significant improvement in both range and spatial resolution. ASC is proposing to design and simulate the architecture for a high speed (2 GHz) high resolution 3DFPA, running at nearly 5 times the current sample rate (430MHz) of the 128x128, and with compact pixel geometries scalable to 1 megapixel arrays. This effort would help to push the state of the art of Flash LIDAR from 128x128 3cm resolution arrays to 1024x1024 arrays with millimeter and possible sub-millimeter resolution. Flash LIDAR systems are 3D video cameras that capture an entire frame of data from a single pulse of light. Therefore, platform motion and vibration will not affect the measurements; furthermore this motion can be used to enhance the resolution of the sensor. This is not true for any other laser-ranging systems. Since Flash LIDAR is a time of flight system, the range maps are a direct real time data product. With no moving parts, the system is smaller, lighter, requires less power, and is more rugged, providing longer operational life than traditional approaches.