A 70-element microphone phased array was used to identify noise sources in the plume of a solid rocket motor. An environment chamber was built and other precautions were taken to protect the sensitive condenser microphones from rain, thunderstorms and other environmental elements during prolonged stay in the outdoor test stand. A camera mounted at the center of the array was used to photograph the plume. In the first phase of the study the array was placed in an anechoic chamber for calibration, and validation of the indigenous Matlab(R) based beamform software. It was found that the "advanced" beamform methods, such as CLEAN-SC was partially successful in identifying speaker sources placed closer than the Rayleigh criteria. To participate in the field test all equipments were shipped to NASA Marshal Space Flight Center, where the elements of the array hardware were rebuilt around the test stand. The sensitive amplifiers and the data acquisition hardware were placed in a safe basement, and 100m long cables were used to connect the microphones, Kulites and the camera. The array chamber and the microphones were found to withstand the environmental elements as well as the shaking from the rocket plume generated noise. The beamform map was superimposed on a photo of the rocket plume to readily identify the source distribution. It was found that the plume made an exceptionally long, >30 diameter, noise source over a large frequency range. The shock pattern created spatial modulation of the noise source. Interestingly, the concrete pad of the horizontal test stand was found to be a good acoustic reflector: the beamform map showed two distinct source distributions- the plume and its reflection on the pad. The array was found to be most effective in the frequency range of 2kHz to 10kHz. As expected, the classical beamform method excessively smeared the noise sources at lower frequencies and produced excessive side-lobes at higher frequencies. The "advanced" beamform routine CLEAN-SC created a series of lumped sources which may be unphysical. We believe that the present effort is the first-ever attempt to directly measure noise source distribution in a rocket plume