Future imaging sensors for the aerospace and commercial video markets will depend on low cost, high speed analog-to-digital (A/D) conversion to efficiently process optical detector signals. Current A/D methods place a heavy burden on system resources, increase noise, and limit the throughput. This paper describes a unique method for incorporating A/D conversion right on the focal plane array. This concept is based on Sigma-Delta sampling, and makes optimum use of the active detector real estate. Combined with modern digital signal processors, such devices will significantly increase data rates off the focal plane. Early conversion to digital format will also decrease the signal susceptibility to noise, lowering the communications bit error rate. Computer modeling of this concept is described, along with results from several simulation runs. A potential application for direct digital conversion is also reviewed. Future uses for this technology could range from scientific instruments to remote sensors, telecommunications gear, medical diagnostic tools, and consumer products.