As ultrasound imagers become increasingly portable and lower cost, breakthroughs in transducer technology will be needed to provide high-resolution, real-time 3-D imaging while maintaining the affordability needed for portable systems. This paper presents a 32 x 32 ultrasound array prototype, manufactured using a CMUT-in-CMOS approach whereby ultrasonic transducer elements and readout circuits are integrated on a single chip using a standard integrated circuit manufacturing process in a commercial CMOS foundry. Only blanket wet-etch and sealing steps are added to complete the MEMS devices after the CMOS process. This process typically yields better than 99% working elements per array, with less than ±1.5 dB variation in receive sensitivity among the 1024 individually addressable elements. The CMUT pulseecho frequency response is typically centered at 2.1 MHz with a -6 dB fractional bandwidth of 60%, and elements are arranged on a 250 μm hexagonal grid (less than half-wavelength pitch). Multiplexers and CMOS buffers within the array are used to make on-chip routing manageable, reduce the number of physical output leads, and drive the transducer cable. The array has been interfaced to a commercial imager as well as a set of custom transmit and receive electronics, and volumetric images of nylon fishing line targets have been produced.