A digital readout for a 128 by 128 MWIR focal plane using InSb detectors was developed for imaging spectrometry. There are a total of 16,384 oversample A/D converters on the chi p that provide a 14 bit linear data output at a nominal frame rate of 4,000 samples per second. An early prototype design was completed and tested without detectors and found to meet all requirements. A second iteration is in final hybrid assembly for demonstration where it will be mounted in a dewar with optics. The device is designed to work with a 3.3 volt power supply with on chip A/D power consumption of under 50 milliwatts. This technology was developed under a SBIR program sponsored by US Air Force, Arnold Air Force Base.