Abstract: In this paper, a new planar antenna array structure is presented. It is a structure hybrid of digital shifting phase microwave beam-forming and digital beam-forming. The structure consists of microwave hardware and digital control hardware and digital signal processor. A digital shifting phase circuit is used to form radio beam in vertical plane. Then, the radio beam is down-converted to IF and analog-to-digital converted. The digital IF signal is processed for direction of arrival (DOA) estimation and adaptive beam-forming (ABF) based on FPGA and DSP. A math model of DOA theory and beam-forming for this structure is discussed. Finally, a design of the structure is given and simulated. The result shows shifting phase error is less than 0.7 degree and side lobe level is below -14dB.