A real-time passive millimeter-wave imaging system with a wide-field of view and 3K temperature sensitivity is described. The system was flown on a UH-1H helicopter in a flight test conducted by the U.S. Army RDECOM CERDEC Night Vision and Electronic Sensors Directorate (NVESD). We collected approximately eight hours of data over the course of the two-week flight test. Flight data was collected in horizontal and vertical polarizations at look down angles from 0 to 40 degrees. Speeds varied from 0 to 90 knots and altitudes varied from 0' to 1000'. Targets imaged include roads, freeways, railroads, houses, industrial buildings, power plants, people, streams, rivers, bridges, cars, trucks, trains, boats, planes, runways, treelines, shorelines, and the horizon. The imaging system withstood vibration and temperature variations, but experienced some RF interference. The flight test demonstrated the system's capabilities as an airborne navigation and surveillance aid. It also performed in a personnel recovery scenario.