We present a novel and efficient approach to true-time-delay (TTD) beamforming for large adaptive phased arrays with N elements, for application in radar, sonar, and communication. This broadband and efficient adaptive method for time-delay array processing algorithm decreases the number of tapped delay lines required for N-element arrays form N to only 2, producing an enormous savings in optical hardware, especially for large arrays. This new adaptive system provides the full NM degrees of freedom of a conventional N element time delay beamformer with M taps, each, enabling it to fully and optimally adapt to an arbitrary complex spatio-temporal signal environment that can contain broadband signals, noise, and narrowband and broadband jammers, all of which can arrive from arbitrary angles onto an arbitrarily shaped array. The photonic implementation of this algorithm uses index gratings produce in the volume of photorefractive crystals as the adaptive weights in a TTD beamforming network, 1 or 2 acousto-optic devices for signal injection, and 1 or 2 time-delay-and- integrate detectors for signal extraction. This approach achieves significant reduction in hardware complexity when compared to systems employing discrete RF hardware for the weights or when compared to alternative optical systems that typically use N channel acousto-optic deflectors.