International Telemetering Conference Proceedings / October 26-29, 1998 / Town & Country Resort Hotel and Convention Center, San Diego, California / A Phase Modulator combining digital techniques with non-traditional analog circuitry can minimize the shortcomings of a traditional (purely analog) Phase Modulator. These shortcomings are: nonlinear response from input modulating signal to output modulated signal; parameters (frequency and modulation index) that are difficult to set; and the need for complex filters. The design approach discussed in this paper uses a combination of Direct Digital Synthesis (DDS) and analog devices operating in their linear range to generate a Phase Modulated RF (140 MHz) signal. A Numerically Controlled Oscillator (NCO) digitally generates the first IF yielding a very accurate, repeatable and linear signal with easily adjustable parameters such as frequency and modulation index. Linear multipliers (instead of saturated diode mixers or step recovery diodes) are used for up-conversion to RF. Using linear multipliers eases the filtering requirements due to the significantly reduced harmonics and IM (Inter-Modulation) terms. The resulting RF signal is easily translated to higher frequency bands such as L, S, C, X or K.