A high bandwidth, large degree-of-freedom photorefractive phased-array antenna beam-forming processor which uses three-dimensional dynamic volume holograms in photorefractive crystals to time integrate the adaptive weights to perform beam steering and jammer-cancellation signal-processing tasks is described. The processor calculates the angle-of-arrival of a desired signal of interest and steers the antenna pattern in the direction of this desired signal by forming a dynamic holographic grating proportional to the correlation between the incoming signal of interest from the antenna array and the temporal waveform of the desired signal. Experimental results of main-beam formation and measured array-functions are presented in addition to beam-propagation computer simulations demonstrating the spatio-temporal evolution of the holographic index grating and the resulting processor output. keywords: adaptive phased-array antennas, photorefractive signal processing, optoelectronic signal processing.