Abstract A W-band waveguide noise measurement system for calibrating noise sources was implemented and its basic characteristics were discussed. The measurement system consists of a commercial noise figure analyzer, a full W-band frequency converter, and a local oscillator. To measure the noise temperature of a noise source, the Y- factor method is generally used. Since the Y-factor method is based on the assumption that the receiving system is linear, linearity is one of important performance parameters of the measurement system. In this paper, the linearities for mixer, intermediate frequency(IF), and RF parts were evaluated to be 0.24 dB, 0.05 dB, and 0.20 dB, respectively. The noise figure of the measurement system evaluated is 5 dB to 17 dB in W-band. The measurement system can be used to measure thermal noise characteristics of electronic and electrical devices, equipments, and systems as well as to calibrate noise sources.Key words : Noise, Noise Temperature, Noise Figure, W-Band, Y-Factor Method