As new antenna designs require higher frequencies and smaller sizes, traditional large-scale antenna measurement systems become ill-suited for such measurements. External mixing, room-sized chambers, and expensive test equipment add large costs and burdens to antenna measurement systems. A smaller and more cost-effective system is presented in this paper. Using the bipolar planar scanning technique developed at UCLA, a portable millimeter-wave antenna measurement system has recently been constructed. The system was designed to fit on the end of a standard optical table, and enjoys the spacesaving and accuracy inherent to the bipolar planar configuration. Simple construction of the chamber allows for relatively easy assembly and disassembly, and allows movement of the system from one table to another, if needed. Antennas of diameters up to 24 in can be accommodated, and scan planes of up to a diameter of 60 in can be measured. Millimeter-wave frequencies from around 30 GHz to 67 GHz can be measured, with potential extension to higher frequencies. Planar nearfield-to-far-field techniques are used to construct the antenna's far-field patterns from the measured near field. In particular, the post processing follows the OSI/EFT method for pattern reconstruction and diagnostics. The design of the scanner configuration allows the incorporation of the phase-retrieval techniques developed for the bipolar configuration. These phaseless measurements allow the use of scalar millimeter-wave test equipment, with much lower cost than comparable vector test equipment.