The Phase I effort will result in a low noise MMIC G-Band amplifier the covers the entire 165 to 193GHz frequency range. The amplifier will be designed using a 50nm MHEMT that has already been developed by BAE Systems that enables the state-of-the-art performance to be achieved. The innovative amplifier design will have a gain of 20dB, a noise figure of less than 6dB(~4dB, an input output VSWR of less than 2:1. In addition, the MHEMT has the added advantage of having lower noise power stability and 1/f noise than InP devices. A balanced amplifier is the primary approach while a single ended unit will be investigated for missions that require reduced bandwidths. The MMIC amplifier will be designed to be inserted into a waveguide housing for additional and environmental testing in a Phase II program. At completion of the Phase II program, the amplifier will be capable of being space qualified for NASA missions.