The design for a staring focal plane array with on focal plane A/D was developed to support space based sensor applications. Readout interface requirements and noise analysis were completed for an HgCdTe LWIR detector 256 by 256 array with 13.9 micron cutoff operating at 40 K with background of 1011 or less. The Amain developed MOSAD (multiplexed oversample A/D) technology was applied as the readout and focal plane A/D converter with a requirement for 12 bits of conversion accuracy at 100 frames per second, a pixel pitch as small as 30 microns and heat load lower than analog readout. In the analysis of the readout requirements, consideration for SNR, dynamic range, linearity, well capacity, heat dissipation and component total dose drift were included. Conclusions are that greater than 12 bits dynamic range can be supported and that commercial grade microelectronics can be used for the digital readout, requiring only periodic gain calibration to compensate for component aging due to space environmental effects. This work was sponsored by the U.S. Air Force Phillips Laboratory, Albuquerque, New Mexico.