We describe a high-resolution, real-time 3-D shape measurement system based on a digital fringe projection and phase-shifting technique. It utilizes a single-chip digital light processing projector to project computer-generated fringe patterns onto the object, and a high-speed CCD camera synchronized with the projector to acquire the fringe images at a frame rate of 120 frames/s. A color CCD camera is also used to capture images for texture mapping. Based on a three-step phase-shifting technique, each frame of the 3-D shape is reconstructed using three consecutive fringe images. Therefore the 3-D data acquisition speed of the system is 40 frames/s. With this system, together with the fast three-step phase-shifting algorithm and parallel processing software we developed, high-resolution, real-time 3-D shape measurement is realized at a frame rate of up to 40 frames/s and a resolution of 532×500 points per frame.